Common use of Preemptive Right Clause in Contracts

Preemptive Right. (a) The Company hereby grants to each Shareholder so long as he, she or it or he shall own, of record or beneficially, any Common Stock, the right to purchase all or part of his, her or its pro rata share of New Securities which the Company from time to time, proposes to sell and issue. A Shareholder's pro rata share, for purposes of this preemptive right, is the ratio of the number of shares of Common Stock which such Shareholder owns to the total number of such shares of Common Stock then outstanding prior to giving effect to the New Securities. The Shareholders shall have a right of over-allotment pursuant to this Section 5.3 such that to the extent a Shareholder does not exercise his, her or its preemptive right in full hereunder, such additional shares of New Securities which such Shareholder did not purchase may be purchased by the other Shareholders in proportion to the total number of shares of Common Stock which each such other Shareholder owns to the total number of shares of Common Stock which all such other Shareholders own. (b) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Shareholder written notice of its intention, describing the type of New Securities and the price and the terms upon which the Company proposes to issue the same. Each Shareholder shall have 20 business days from the date of receipt of any such notice to agree to purchase up to the Shareholder's pro rata share of such New Securities (and any over-allotment amount pursuant to the operation of Section 5.1 hereof) for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (c) In the event any Shareholder fails to exercise in full his, her or its preemptive right (after giving effect to the over-allotment provision of Section 5.3(a) hereof), the Company shall have 90 days thereafter to sell the New Securities with respect to which the Shareholder's option was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company's notice. To the extent the Company does not sell all the New Securities offered within said 90 day period, the Company shall not thereafter issue or sell such New Securities without first again offering such securities to the Shareholders in the manner provided above. (d) The rights granted to the Shareholders under this Section 5.3 shall expire immediately prior to, and shall not apply in connection with, the consummation of the first Qualified Public Offering.

Preemptive Right. Subject to the terms and conditions specified in this Agreement, the Company hereby grants to each Series A Shareholder and Series C Shareholder a preemptive right with respect to future issues by the Company of any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of the Company’s share capital (the “New Shares”), unless waived in writing by the Major Series A Shareholder and the Major Series C Shareholder. If the Company proposes to offer any New Shares, it shall first offer such New Shares to each Series A Shareholder and Series C Shareholder in accordance with the following provisions: (a) The Company hereby grants shall deliver a notice to each Shareholder so long as hethe Series A Shareholders and Series C Shareholders stating (i) its bona fide intention to offer New Shares, she or it or he shall own, of record or beneficially, any Common Stock, the right to purchase all or part of his, her or its pro rata share of New Securities which the Company from time to time, proposes to sell and issue. A Shareholder's pro rata share, for purposes of this preemptive right, is the ratio of (ii) the number of shares such New Shares to be offered, and (iii) the price and terms upon which it proposes to offer such New Shares. (b) Within twenty (20) Business Days after receipt of Common Stock which the Company’s notice, each Series A Shareholder and Series C Shareholder may by written notification to the Company elect to subscribe for, at the price and on the terms specified in the Company’s notice, up to such portion of the New Shares that equals the proportion that (i) the number of Ordinary Shares (including Preferred Shares on an as-converted basis) then held by such Series A Shareholder owns or Series C Shareholder, as applicable, bears to (ii) the total number of such shares Ordinary Shares (including Preferred Shares on an as-converted basis) then held by all Series A Shareholders and Series C Shareholders. (c) If any Series A Shareholder or Series C Shareholder fails to exercise its preemptive right to purchase its full portion of Common Stock then outstanding prior to giving effect to the New SecuritiesShares pursuant to clause (b) above (each, a “Non-Full Exercising Holder”), the Company shall, within five (5) Business Days after the expiration of the twenty (20) Business Day period described in clause (b) above, deliver written notice specifying the aggregate number of unpurchased New Shares that were eligible for purchase by all Non-Full Exercising Holders (the “Remaining Shares”) to each Series A Shareholder and Series C Shareholder that exercised its right to purchase its full portion of the New Shares pursuant to clause (b) above (each, a “Full Exercising Holder”). The Shareholders Each Full Exercising Holder shall have a right of over-allotment overallotment, and may exercise an additional right to purchase some or all of the Remaining Shares by notifying the Company in writing within five (5) Business Days after receipt of the notice by the Company pursuant to this Section 5.3 such the prior sentence; provided, however, that if the Full Exercising Holders desire to purchase in aggregate more than the number of the Remaining Shares, then the Remaining Shares will be allocated to the extent a Shareholder does not exercise his, her or its preemptive right necessary among the Full Exercising Holders in full hereunder, such additional shares accordance with their relative portion of the New Securities which such Shareholder did not purchase Shares they may be purchased by the other Shareholders in proportion elect to the total number of shares of Common Stock which each such other Shareholder owns subscribe for pursuant to the total number of shares of Common Stock which all such other Shareholders own. clause (b) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Shareholder written notice of its intention, describing the type of New Securities and the price and the terms upon which the Company proposes to issue the same. Each Shareholder shall have 20 business days from the date of receipt of any such notice to agree to purchase up to the Shareholder's pro rata share of such New Securities (and any over-allotment amount pursuant to the operation of Section 5.1 hereof) for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (c) In the event any Shareholder fails to exercise in full his, her or its preemptive right (after giving effect to the over-allotment provision of Section 5.3(a) hereof), the Company shall have 90 days thereafter to sell the New Securities with respect to which the Shareholder's option was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company's notice. To the extent the Company does not sell all the New Securities offered within said 90 day period, the Company shall not thereafter issue or sell such New Securities without first again offering such securities to the Shareholders in the manner provided above. (d) The rights granted to the Shareholders under this Section 5.3 shall expire immediately prior to, and shall not apply in connection with, the consummation of the first Qualified Public Offering.

Preemptive Right. Subject to the terms and conditions specified in this Article III, the Company hereby grants to each Stockholder who holds Class B Common Stock (a "Class B Stockholder"), RH and the Investors a preemptive right with respect to future sales by the Company of its Shares or securities convertible into or exercisable for any Shares (collectively, "Company Securities"). For purposes of this Section, "Investor" includes transferees of any Investor and any general partners, members and/or affiliates of an Investor. For purposes of this Article III, "Class B Stockholder" shall only include the Management Stockholders and the Converting LLC Holders and their respective permitted transferees. An Investor shall be entitled to apportion the preemptive right hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate. Each time the Company proposes to issue or sell any Company Securities (a "Company Offering"), the Company shall permit each Investor, RH and each Class B Stockholder to exercise preemptive rights in accordance with the following provisions: (a) The Company hereby grants shall deliver written notice (the "Sale Notice") to each Shareholder so long as heInvestor, she or RH and Class B Stockholder stating (i) the class, series and number of Company Securities proposed to be sold by the Company, (ii) the proposed price and terms upon which it or he shall ownis selling such Company Securities and (iii) the Company's determination of the number of shares of Company Securities which may be purchased by such Investor, RH and Class B Stockholder if it chooses to exercise its rights under this Section 3.1. Notwithstanding the class of record or beneficiallyCompany Securities proposed to be issued, any it is understood and agreed that (i) in the event that RH exercises its rights under this Section 3.1, it will be purchasing Class A Common Stock, (ii) in the right to purchase all or part of hisevent that any Class B Stockholder exercises its rights under this Section 3.1, her or it will be purchasing Class B Common Stock and, (iii) in the event that any Investor exercises its pro rata share of New Securities which rights under this Section 3.1, it will be purchasing Series A Preferred Stock if that is the security being offered in the Company from time Offering and Class A Common Stock in all other cases. (b) Within 15 days (or five business days in the case of the Investors pursuant to timea Business Issuance as defined in Section 3.1(d)(iii) below) after receipt of the Sale Notice, proposes each Investor, RH and Class B Stockholder may, by giving notice thereof to sell the Company (a "Preemptive Notice"), elect to purchase, at the price paid by the purchaser in the Company Offering and issueon the terms of the Company Offering, up to that Investor's Proportional Number of shares of Company Securities. A Shareholder's pro rata shareAs used herein, for purposes the term "Proportional Number" shall mean (i) the total number of this preemptive rightshares of Company Securities being issued or sold by the Company in the Company Offering multiplied by (ii) a fraction, is the ratio numerator of which shall be the number of shares of Common Stock then issued and held, or issuable upon conversion of the Series A Preferred Stock, Class A Common Stock or Class B Common Stock then held, by such Investor, RH or Class B Stockholder, as the case may be, and the denominator of which such Shareholder owns to shall be the total number of such shares of Common Stock then outstanding prior to giving effect to the New Securities. The Shareholders shall have a right of over-allotment pursuant to this Section 5.3 such that to the extent a Shareholder does not exercise his, her or its preemptive right in full hereunder, such additional shares of New Securities which such Shareholder did not purchase may be purchased by the other Shareholders in proportion to the total number of shares of Common Stock which each such other Shareholder owns to the total number of shares of Common Stock which all such other Shareholders own. (b) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Shareholder written notice of its intention, describing the type of New Securities and the price and the terms upon which the Company proposes to issue the same. Each Shareholder shall have 20 business days from the date of receipt of any such notice to agree to purchase up to the Shareholder's pro rata share of such New Securities (and any over-allotment amount pursuant to the operation of Section 5.1 hereof) for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (c) In the event any Shareholder fails to exercise in full his, her or its preemptive right (after giving effect to the over-allotment provision of Section 5.3(a) hereof), the Company shall have 90 days thereafter to sell the New Securities with respect to which the Shareholder's option was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company's notice. To the extent the Company does not sell all the New Securities offered within said 90 day period, the Company shall not thereafter issue or sell such New Securities without first again offering such securities to the Shareholders in the manner provided above. (d) The rights granted to the Shareholders under this Section 5.3 shall expire immediately prior to, and shall not apply in connection with, the consummation of the first Qualified Public Offering.of

Preemptive Right. (a) The Company hereby grants to each Shareholder Stock- ---------------- holder so long as he, she he or it or he shall ownown any shares of Common Stock or, of record or beneficiallyif sooner, any Common Stockuntil the Company has made a Public Offering, the right to purchase all or part of his, her or its a pro rata share --- ---- portion of Lead Investor New Securities which the Company Company, from time to time, proposes to sell and or issue; provided, -------- -19- however, that any Lead Investor that fails to designate for purchase its pro ------- --- rata portion of the Total Third Party New Securities pursuant to Section ---- 2.5(a)(ii) shall not be entitled to exercise any preemptive rights pursuant to this Section 2.5(a)(iv) with respect to such issuance of the Third Party New Securities. The Company also shall cause the Operating Company to grant to each Stockholder, so long as the Operating Company is a Subsidiary of the Company or, if sooner, until the Operating Company or the Company has made a Public Offering, the right to purchase a pro rata portion of Lead Investor New --- ---- Securities which the Operating Company, from time to time, proposes to sell or proposes to sell or issue. A ShareholderStockholder's pro rata shareportion, for purposes of --- ---- this preemptive rightSection 2.5(a)(iv), is the ratio of the number of outstanding shares of Common Stock which such Shareholder Stockholder then owns to the total number of such shares of Common Stock then outstanding prior to giving effect to the New Securities. The Shareholders shall have a right of over-allotment pursuant to this Section 5.3 such that to the extent a Shareholder does not exercise his, her or its preemptive right in full hereunder, such additional shares of New Securities which such Shareholder did not purchase may be purchased by the other Shareholders in proportion record to the total number of shares of Common Stock which each then outstanding. Each Stockholder who has a preemptive right under this Section 2.5(a)(iv) shall have a right of over-allotment such that if any Stockholder fails to exercise his or its right hereunder to purchase his or its pro rata portion of Lead Investor New Securities, the other Shareholder owns to --- ---- Stockholders may purchase the non-purchasing Stockholder's portion on a pro rata --- ---- basis determined on the basis of the total number of shares of Common Stock which owned by such Stockholder as compared to all shares of Common Stock owned by all Stockholders who elect to purchase an over-allotment share pursuant to this sentence; such other Shareholders own. right of over-allotment shall expire if not exercised within five (b5) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Shareholder written notice of its intention, describing the type of New Securities and the price and the terms upon which the Company proposes to issue the same. Each Shareholder shall have 20 business days from the date of receipt of any such notice non-purchasing Stockholder fails to agree exercise his or its right hereunder to purchase up to the Shareholder's his or its pro rata share of --- ---- Lead Investor New Securities. If a Stockholder converts any shares of Preferred Stock into shares of Common Stock prior to the expiration of the twenty (20) day period described in Section 2.5(a)(iii), the number of shares of Common Stock owned of record by such New Securities Stockholder (and any over-allotment amount for purposes of (i) determining such Stockholder's pro rata portion pursuant to the operation two immediately preceding --- ---- sentences of this Section 5.1 hereof2.5(a)(iv), and (ii) for determining the price and upon the terms specified in the notice by giving written notice pro rata basis --- ---- pursuant to the Company and stating therein immediately preceding sentence of this Section 2.5(a)(iv)) shall be deemed to include the quantity number of New Securities to be purchased. (c) In the event any Shareholder fails to exercise in full his, her or its preemptive right (after giving effect to the over-allotment provision shares of Section 5.3(a) hereof), the Company shall have 90 days thereafter to sell the New Securities Common Stock issued with respect to which the Shareholder's option was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company's notice. To the extent the Company does not sell all the New Securities offered within said 90 day period, the Company shall not thereafter issue or sell shares of Preferred Stock being converted by such New Securities without first again offering such securities to the Shareholders in the manner provided aboveStockholder. (d) The rights granted to the Shareholders under this Section 5.3 shall expire immediately prior to, and shall not apply in connection with, the consummation of the first Qualified Public Offering.

Preemptive Right. (a) The Company hereby grants If the Corporation proposes to each Shareholder so long as he, she offer New Securities to any person or it or he shall own, of record or beneficially, entity at any Common Stocktime, the right Corporation shall, before such offer, deliver to purchase all or part of his, her or its pro rata share of the Investors an offer (the "Offer') to issue the New Securities which to them upon the Company from time to time, terms set forth in this Section. The Offer shall state that the Corporation proposes to sell issue New Securities and issue. A Shareholder's pro rata share, for purposes of this preemptive right, is the ratio of the specify their number of shares of Common Stock which such Shareholder owns to the total number of such shares of Common Stock then outstanding prior to giving effect to the New Securitiesand terms (including purchase price). The Shareholders Offer shall have remain open and irrevocable for a right period of over-allotment pursuant to this Section 5.3 such that to 20 days (the extent a Shareholder does not exercise his, her or "Preemptive Period") from the date of its preemptive right in full hereunder, such additional shares of New Securities which such Shareholder did not purchase may be purchased by the other Shareholders in proportion to the total number of shares of Common Stock which each such other Shareholder owns to the total number of shares of Common Stock which all such other Shareholders owndelivery. (b) In Each Investor may accept the event Offer by delivering to the Company proposes Corporation a notice (the "Purchase Notice") within the Preemptive Period. The Purchase Notice shall state the number (the "Preemptive Number") of New Securities such Investor desires to undertake an issuance purchase. If the sum of all Preemptive Numbers exceeds the number of New Securities, it the New Securities shall give be allocated among the Investors that delivered a Purchase Notice pro rata in accordance with their Pro rata Amounts; provided, however, that each Shareholder written notice of its intention, describing Investor shall not be required to purchase the type Preemptive Number of New Securities and the price and the terms upon which the Company proposes to issue the same. Each Shareholder shall have 20 business days from the date of receipt of any such notice to agree to purchase up to the Shareholder's pro rata share of such New Securities (and any over-allotment amount pursuant to the operation of Section 5.1 hereof) for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchasedSecurities. (c) In the event any Shareholder fails to exercise in full his, her or its preemptive right (after giving effect The issuance of New Securities to the over-allotment provision Investors who delivered a Purchase Notice shall be made on a business day, as designated by the Corporation, not less than 10 and not more than 30 days after expiration of Section 5.3(a) hereof), the Company shall have 90 days thereafter to sell Preemptive Period on those terms and conditions of the New Securities Offer not inconsistent with respect to which the Shareholder's option was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company's notice. To the extent the Company does not sell all the New Securities offered within said 90 day period, the Company shall not thereafter issue or sell such New Securities without first again offering such securities to the Shareholders in the manner provided abovethis Section. (d) The rights granted to If the Shareholders under this Section 5.3 shall expire immediately prior to, and shall not apply in connection withnumber of New Securities exceeds the sum of all Preemptive Numbers, the consummation Corporation may issue such excess or any portion thereof on the terms and conditions of the first Qualified Public Offering.Offer to any person or entity within 90 days after expiration of the Preemptive

Preemptive Right. (a) The 4.1.1 If at any time, and from time to time after Closing, the Company hereby grants proposes to grant, issue or sell any New Securities, the Company shall afford, prior to such grant, issuance or sale, to each Shareholder so long as he, she or it or he shall own, of record or beneficially, any Common Stock, the Shareholders the preemptive right to purchase all or part a portion of his, her or its pro rata share of the New Securities which the Company from time equal to time, proposes to sell and issue. A such Shareholder's pro ’s pro-rata share, for purposes of this preemptive right, is the ratio of the number of shares of Common Stock which such . Each Shareholder owns to the total number of such shares of Common Stock then outstanding prior to giving effect to the New Securities. The Shareholders shall have a right of over-allotment pursuant to this Section 5.3 as provided below such that if any Shareholder declines or fails to exercise its right hereunder to purchase its pro-rata share of the extent a New Securities in full, each other Shareholder does not exercise his, her or exercising its preemptive right in full hereunderhereunder may purchase such available portion, such additional shares on a pro-rata basis. For the purposes of New Securities which such Shareholder did not purchase may be purchased by Section ‎‎4.1, each Shareholder’s “pro-rata share” is the other Shareholders in proportion to ratio of (a) the total number of shares of Common Stock which each issued and paid-up Shares held by such other Shareholder owns to Shareholder, and (b) the total number of shares issued and paid-up Shares held by all Shareholders immediately prior to the issuance of Common Stock New Securities. If any Shareholder fails to elect to purchase its full pro-rata share of an offering of New Securities, then such remaining New Securities (“Over-Allotment Securities”) shall be made available to each Shareholder who has elected to purchase all or part of the Over-Allotment Securities (the “Additional New Shares”) on the same price and terms as indicated on the Issuance Notice. Each such Shareholder is entitled to be allocated to the lesser of (x) the amount of the Additional New Shares and (y) the product obtained by multiplying (i) the amount of the Over-Allotment Securities by (ii) a fraction, the numerator of which is the number of Equity Securities held by such Shareholder and the denominator of which is the aggregate number of Equity Securities held by all such other Shareholders ownthe Shareholder(s) who elected to purchase the Over-Allotment Securities. (b) 4.1.2 In the event that the Company proposes to undertake an issuance of grant or issue New Securities, it shall give each Shareholder a written notice (“Issuance Notice”) of its intention, describing the type of New Securities and the Securities, their price and the other terms upon which the Company proposes to grant or issue the same, and the number of New Securities each Shareholder has the right to purchase under this Section ‎‎4.1. Each Shareholder shall have 20 business forty five (45) days from the date of after receipt of any such notice the Issuance Notice to agree notify the Company of its election to purchase up to the Shareholder's pro rata share of such New Securities (and any over-allotment amount pursuant to the operation of Section 5.1 hereof) for the price and exercise its preemptive right upon the terms and conditions specified in the notice Issuance Notice, by giving a written notice to the Company stating (i) its election to exercise its pre-emptive right to purchase all or any portion of its pro-rata share of the New Securities, and stating therein (ii) if it so elects, its right of over-allotment to purchase all or any portion of the quantity Over-Allotment Securities and the maximum amount of New Securities elected to be purchasedpurchased by it. In no event shall a Shareholder be obligated to purchase more than the maximum amount of New Securities he agreed to purchase. (c) In the event any Shareholder fails to exercise in full his, her or its preemptive right (after giving effect to the over-allotment provision of Section 5.3(a) hereof), the 4.1.3 The Company shall have 90 ninety (90) days thereafter after the expiration of the aforesaid 45-day period to sell to a third party, the remainder of the New Securities with respect to which the Shareholder's option was not exercisedShareholders failed or declined to exercise their pre-emptive right and over-allotment right pursuant to this Section ‎‎4.1, at a price and upon terms no more favorable to the purchasers thereof such third party than specified in the Company's noticeIssuance Notice to the Shareholders. To In the extent event the Company does has not sell all sold the New Securities offered within said 90 day the ninety (90) days period, the Company shall not thereafter issue grant, issuance or sell such sale of the New Securities without first shall again offering such securities be subject to the Shareholders in the manner provided above. (d) The rights granted to the Shareholders under provisions of this Section 5.3 shall expire immediately prior to, and shall not apply in connection with, the consummation of the first Qualified Public Offering‎‎4.1.

Preemptive Right. (a) The 1.1 In the event of a Follow-On Offering during the term of this Agreement, the Company hereby grants the Investor a right (the “Right”) to purchase up to that number of Shares such that the Investor’s Pro Rata Percentage on the Completion Date (as calculated to include any Shares acquired by the Investor pursuant to the exercise of its Right) remains equal to its Pro Rata Percentage on the Determination Date (as each Shareholder so long as he, she or it or he such term is defined below). 1.2 The percentage of the Company’s outstanding Shares held by the Investor (the “Pro Rata Percentage”) shall own, of record or beneficially, any Common Stockbe determined by a fraction, the right to purchase all or part numerator of his, her or its pro rata share of New Securities which the Company from time to time, proposes to sell and issue. A Shareholder's pro rata share, for purposes of this preemptive right, is the ratio of the number of shares of Common Stock which such Shareholder owns to shall be the total number of such shares of the Company’s outstanding Shares (on an as converted to and exchanged/exercised for Common Stock then outstanding prior to giving effect to the New Securities. The Shareholders shall have a right of over-allotment pursuant to this Section 5.3 such that to the extent a Shareholder does not exercise his, her or its preemptive right in full hereunder, such additional shares of New Securities which such Shareholder did not purchase may be purchased Shares basis) held by the other Shareholders in proportion to Investor and the denominator of which shall be the total number of shares the Company’s outstanding Shares (on an as converted to and exchanged/exercised for Common Shares basis) held by all holders of Common Stock which each such other Shareholder owns to Shares. For purposes of this agreement, the total Investor’s Pro Rata Percentage shall be calculated as of: (i) the close of business on the last Business Day immediately preceding the commencement of any Follow-On Offering (the “Determination Date”) and (ii) the close of business on the date of the consummation of the Follow-On Offering (the “Completion Date”). The number of shares of Common Stock which all such other Shareholders ownShares outstanding shall be determined by the Company’s transfer agent and registrar in accordance with the provisions contained herein. (b) 1.3 For purposes of the calculations in this Section 1, the Shares held by the Investor shall include any Shares held by its wholly owned subsidiaries and affiliates. The Investor shall be entitled to apportion its Right among its wholly owned subsidiaries and affiliates in such proportions as it deems appropriate; provided, however, that in no event shall the aggregate number of Shares purchased by the Investor, its wholly owned subsidiaries and affiliates exceed the Investor’s allocated Pro Rata Percentage amount. 1.4 The Investor may only exercise its Right in a Follow-On Offering during the term of this Agreement and the Investor may only purchase those Shares which the Company is offering in a Follow-On Offering; provided that nothing contained in this Section 1.4 shall limit or prevent the Investor from effecting any conversion, exchange or exercise of any rights it has pursuant to its purchase of Shares in any Follow-On Offering. 1.5 In the event that the Company proposes undertakes to undertake an issuance consummate a Follow-On Offering during the term of New Securitiesthis Agreement, it shall give each Shareholder written promptly deliver a notice to the Investor in compliance with the terms of Section 2.5 herein stating: (i) its intentionbona fide intention to consummate the Follow-On Offering, describing (ii) the type number of New Securities Shares to be offered and (iii) the price and the terms upon which it proposes to offer such Shares (a “Company Notice”). 1.6 Should the Investor wish to exercise its Right, it shall deliver a written notice to the Company proposes to issue in compliance with the same. Each Shareholder shall have 20 business days from terms of Section 2.5 herein within twenty (20) Business Days of the date of receipt of any such notice the Company Notice stating (i) its bona fide intention to agree to purchase up to the Shareholder's pro rata share of such New Securities (and any over-allotment amount pursuant to the operation of Section 5.1 hereof) for exercise its Right at the price and upon on the terms specified in the notice Company Notice, (ii) the number of Shares comprising its Pro Rata Percentage and the calculation by giving written notice to the Company which such number was determined and stating therein (iii) the quantity of New Securities Shares (which number shall not be greater than its Pro Rata Percentage) for which it intends to be purchased. subscribe (c) an “Investor Notice”). In the event any Shareholder fails to exercise that number of Shares set forth in full histhe Investor Notice is no longer accurate as of the Determination Date, her or its preemptive right the Investor and the Company shall jointly re-calculate the Investor’s Pro Rata Percentage on the Determination Date. In the event that the Investor does not provide the Company with an Investor Notice within twenty (after giving effect to 20) Business Days of the over-allotment provision date of Section 5.3(a) hereof)the Company Notice, the Company shall have 90 days thereafter no obligation to sell reserve any Shares offered in the New Securities Follow-On Offering for the Investor. 1.7 The Investor shall not be entitled to exercise its Right in connection with respect to which the Shareholder's option was not exercised, at a price and upon terms no more favorable Company’s issuance or sale of (i) any Shares pursuant to the purchasers thereof than specified Company’s Equity Incentive Plan or any other employee stock incentive plan or similar benefit program, where the principal purpose is not to raise additional equity capital, (ii) any Shares in connection with the Company's notice. To ’s Initial Public Offering (including, without limitation, pursuant to the extent exercise of the underwriters’ over-allotment option), (iii) any Shares pursuant to the terms of the Asset Purchase Agreement, (iv) any Shares in connection with any pro rata stock split or dividend of the Company does not sell all the New Securities offered within said 90 day period, the Company shall not thereafter issue or sell such New Securities without first again offering such securities to the Shareholders in the manner provided above. (dv) The rights granted to the Shareholders under this Section 5.3 shall expire immediately prior to, and shall not apply any Shares in connection with, or as consideration for, an acquisition of any business or all or substantially all of such business’s assets by the consummation Company (whether by merger or otherwise). 1.8 In connection with any exercise of its Right in a Follow-On Offering and in the event such offering is underwritten, the Investor agrees to execute such agreement(s) restricting the distribution and transfer of the Shares as may be requested by the managing underwriters on the same terms as the directors, officers and, if applicable, other shareholders of the Company, for such period of time as the managing underwriters may require which, in any event, shall not exceed 270 days after the date of the first Qualified Public Offeringsale of Shares. 1.9 The Investor hereby waives any rights the Investor may have to require registration of its Shares in connection with any Follow-On Offering for which it shall exercise its Right.