Common use of Right of First Refusal to Significant Holders Clause in Contracts

Right of First Refusal to Significant Holders. The Company hereby grants to each Significant Holder the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’s pro rata share, for purposes of this right of first refusal, is equal to the ratio of (a) the number of shares of Common Stock owned by such Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares, exercise of all issued and outstanding convertible securities, rights, options and warrants, directly or indirectly, and vesting and settlement of all issued and outstanding restricted stock units into Common Stock held by said Significant Holder) to (b) the total number of shares of Common Stock issued and outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares, exercise of all issued and outstanding convertible securities, rights, options and warrants, directly or indirectly, and vesting and settlement of all issued and outstanding restricted stock units). This right of first refusal shall be subject to the following provisions:

Right of First Refusal to Significant Holders. (a) The Company hereby grants to each Significant Holder the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’s pro rata share, for purposes of this right of first refusal, is equal to the ratio of (a) the number of shares of Common Stock and Preferred Stock (as converted to Common Stock) owned by such Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares, or exercise of all issued and outstanding convertible securities, rights, options and warrants, directly or indirectly, and vesting and settlement of all issued and outstanding restricted stock units into Common Stock warrants held by said such Significant Holder) to (b) the total number of shares of Common Stock issued and outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares, or exercise of all issued and outstanding convertible securities, rights, options and warrants, directly or indirectly, and vesting and settlement ). The right of all issued and outstanding restricted stock units)first refusal granted under this Agreement shall be assignable by any Significant Holder to an affiliate of such Significant Holder that is not a competitor to the Company; provided that a venture capital firm shall not be deemed a competitor by virtue of holding securities of a portfolio company. This right of first refusal shall be subject to the following provisions: