Common use of Right to Participate in Certain Sales of Additional Securities Clause in Contracts

Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or issue: (a) any shares of capital stock of the Company, (b) debt or equity securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company, unless the Company first submits a written notice to each Stockholder identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Stockholder (each, an “Offeree”) the opportunity to purchase its Pro Rata Allotment (as defined below) of the securities (subject to increase for over-allotment if some Offerees do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer pursuant to this Section 12.1 shall remain open for a period of 30 days following receipt by the Stockholders of such written notice.

Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or issue: (a) any shares of capital stock of the Company, (b) debt or equity securities convertible into or exercisable or exchangeable for capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company, unless the Company first submits a written notice to each Preferred Stockholder identifying the terms of the proposed sale (including price, number or aggregate principal amount of securities and all other material terms), and offers to each Preferred Stockholder (each, an “Offeree”) the opportunity to purchase all or any portion of its Pro Rata Allotment (as defined belowhereinafter defined) of the securities (subject to increase for over-allotment if some Offerees Preferred Stockholders do not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer pursuant to this Section 12.1 4.1 shall remain open and irrevocable for a period of 30 thirty (30) days following receipt by the Preferred Stockholders of such written notice.