Common use of Subsequent Offerings Clause in Contracts

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will Major Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 5.7 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding 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 Shares Preferred Stock or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase up to its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Major 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof4.7. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase subscribe for its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock Ordinary Shares (including all shares of Common Stock Ordinary Shares issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Ordinary Shares (including all shares of Common Stock Ordinary Shares issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common StockOrdinary Shares, Preferred Stock Shares or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common StockOrdinary Shares, Preferred Stock, Shares or other equity security (including any option to purchase such a convertible security), (iii) any equity security carrying any warrant or right to subscribe to or purchase any Common StockOrdinary Shares, Preferred Stock Shares or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Major 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof. 4.6 hereof Each Founding Major 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Major 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding Major 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 Shares or upon the exercise of any outstanding warrants or options) of which such Founding Major 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will shall have a right of first refusal offer to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof4.6. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding vested warrants or vested options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 5.7 hereof. Each Founding 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 Shares shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other equity security (including any option to purchase such a convertible security), (iii) any equity security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Major 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will Each Purchaser shall have a right of first refusal to purchase its pro rata PRO RATA share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 8.4 hereof. Each Founding Investor’s pro rata Purchaser's PRO RATA share is equal to the ratio of (a) the number of shares of the Company’s Common Stock issuable upon conversion of the Shares (including all and excluding those shares of Common Stock issuable or already issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsand any other Common Stock acquired by a Purchaser other than under this Agreement) of which such Founding Investor Purchaser 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Stock or Preferred Stock, or other security Stock (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Stock or Preferred Stock or other security or (iviii) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. A Major Investor shall be entitled to apportion the right of first refusal hereby granted to it in such proportions as it deemed appropriate among itself and its Affiliates. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsIn connection with subsequent equity financings, each Founding Investor will the Investors shall have a right of first refusal to purchase its their pro rata share share, which for purposes of this Agreement shall mean the number securities proposed to be issued by the Company multiplied by a fraction, the numerator of which shall be the total number of shares of Common Stock and any other security of the Company which by its terms is convertible into or exchangeable or exercisable for Common Stock (regardless of any vesting or other similar restriction) then held by all Investors, and the denominator of which shall be the total number of shares of Common Stock and any other security of the Company which by its terms is convertible into or exchangeable or exercisable for Common Stock (regardless of any vesting or other similar restriction) then outstanding, of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.5 hereof. Each Founding Investor’s pro rata share is equal to the ratio of The term "Equity Securities" shall mean (a) the number of shares of the Company’s any Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will mean (i) any Common Stock, Preferred Stock or other security of the Company, (iib) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Stock or Preferred Stock, or other security Stock (including any option to purchase such a convertible security), (iiic) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Stock or Preferred Stock or other security or (ivd) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Each Investor will shall have a right of first refusal to purchase up to its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.5 hereof. Each Founding Investor’s 's pro rata share is equal to the ratio of (ai) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (bii) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option option, warrant or right to purchase such a convertible security), (iii) any security carrying any option, warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such option, warrant or right. The Right of First Refusal provided by this Section 4.1 shall be applicable to only the initial sale or grant by the Company of Equity Securities, but not upon the exercise or conversion thereof.

Subsequent Offerings. Subject to applicable securities laws, each Founding The Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 9.6 hereof. Each Founding The Investor’s 's pro rata share is equal to the ratio of (a) the number of shares Shares purchased pursuant to Article 2, plus the number of the Company’s Common Stock (including all shares of Common Stock (and the number of shares of Common Stock issued or issuable or issued upon the conversion of any Equity Securities) previously purchased pursuant to this Article 9, held by the Shares Investor or upon the exercise of outstanding warrants or options) of which such Founding Investor is deemed any transferee pursuant to be a holder immediately prior to the issuance of such Equity Securities Section 11.5, to (b) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon the conversion of the Shares any Equity Securities or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option option, warrant or other right to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock Shares (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Founding Major 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 Shares (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal offer to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Preferred Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Founding Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities (excluding any Preferred Stock issuable upon exercise of outstanding warrants) to (b) the total number of shares of the Company’s Preferred Stock outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity SecuritiesSecurities (excluding any Preferred Stock issuable upon exercise of outstanding warrants). The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will that, collectively with its Affiliates, (i) owns at least 250,000 shares of Prior Preferred (as adjusted for stock splits and combinations) and (ii) has purchased at least $8,000,000 in shares of Prior Preferred (an “Eligible Investor”) shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities). The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will (each, a “ROFR Investor”) shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding ROFR 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding ROFR 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will Major Holder shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding InvestorMajor Holder’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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Investor Major Holder 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The Subject to Section 4.6 hereof, the term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security (including any debt security) convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security (including any debt security) carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase up to its pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major 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 Shares Preferred Stock or upon the exercise of outstanding warrants or options) of which such Founding Major 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 Shares Preferred Stock or upon the exercise of any outstanding warrants or options) plus all shares reserved for issuance under the Company’s equity plans immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (ia) any Common Stock, Preferred Stock or other security of the Company, (iib) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iiic) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (ivd) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share Major Investor Pro Rata Share (as defined below) of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof. Each Founding Investor’s pro rata share For purposes of this Section 5, a Major Investor who chooses to exercise the right of first refusal may designate as purchasers under such right itself or any of its general partners, managing members and/or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. The “Major Investor Pro Rata Share” for each Major Investor 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 Shares or upon the exercise of outstanding warrants or optionsother Preferred Stock) of which such Founding Major 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 issuable or issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or optionsother Preferred Stock) immediately prior to the issuance of the such Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security of the Company (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or of the Company and (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Major 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.any

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will Buyer shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 1.5 hereof. Each Founding Investor’s Buyer's pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock 's common stock (including all shares of Common Stock common stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsSeries A Preferred) of which such Founding Investor Buyer 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 's outstanding Common Stock common stock (including all shares of Common Stock common stock issued or issuable upon conversion of the Shares Series A Preferred or upon the exercise of any outstanding warrants or optionsoptions or upon the conversion of any other outstanding securities convertible into shares of common stock) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stockcommon stock, Preferred Stock preferred stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stockcommon stock, Preferred Stock, preferred stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stockcommon stock, Preferred Stock preferred stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will Each Stockholder shall have a right of first refusal to purchase his, her or its pro rata PRO RATA share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Investor’s pro rata Stockholder's PRO RATA share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding Investor Stockholder 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Each Investor will and Mr. Heap shall have a right of first refusal to purchase its pro rata PRO RATA share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding Investor’s pro rata 's or Mr. Heap's PRO RATA share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding Investor or Mr. Heap 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase up to its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, Each Major Investor and Founder (each Founding Investor will a "Right Holder") shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding Investor’s Right Holder's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding Investor Right Holder 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants warrants, options or optionsother rights) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security capital stock of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, any Common Stock, Preferred Stock, or other security into capital stock of the Company (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security capital stock of the Company or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawslaws and existing preemptive rights, if the Board of Directors of the Company determines that an increase in the Stockholders’ ownership percentage will not create an undue influence on the Company each Founding Investor will Stockholder shall have a the right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this AgreementAgreement up to twenty-five percent (25%) (including the Shares) of the Company’s issued and outstanding Company Common Stock following the sale of the Equity Securities, other than the Equity Securities excluded by Section 5.6 6.5 hereof. Each Founding InvestorStockholder’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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Investor Stockholder 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 held by the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity SecuritiesStockholders. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will Purchaser shall have a the right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by this Section 5.6 14 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding Investor Purchaser is deemed to be a holder 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 Shares Convertible Notes or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsEach Investor and Each Founder (each of such Investors and Founders, each Founding Investor will for purposes of this Section 4, an "Owner") shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Investor’s Owner's pro rata share share, for purposes of this right of first refusal, is equal to the ratio of (aA) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Founding Investor Owner is deemed to be a holder immediately prior to the issuance of such Equity Securities to (bB) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsEach UniPhy Preferred Shareholder, each Founding Investor will ARC Key Shareholder and Whitney Shareholder (for purposes of this Section 4.2, the "First Refusal Investors") shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Amended and Restated Agreement, other than the Equity Securities excluded by Section 5.6 4.5 hereof. Each Founding First Refusal Investor’s 's pro rata share is equal to the ratio of (aA) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issuable or issued upon assuming conversion of the Shares or upon the exercise of outstanding warrants or optionsall Preferred Stock owned by such First Refusal Investor) of which such Founding First Refusal Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (bB) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon assuming conversion of the Shares or upon the exercise of any all outstanding warrants or optionsPreferred Stock) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock preferred stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, preferred stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock preferred stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock owned by such Investor and (including all shares of Common Stock A) issued or issuable or issued to such Investor upon conversion of any Shares, (B) issued in connection with the Shares Recapitalization or (C) issued or issuable upon the exercise of any outstanding warrants or options) options of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the such Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsSection 4.7 below, each Founding Investor will shall have a right of first refusal to purchase its pro rata PRO RATA share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Investor’s pro rata 's PRO RATA share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will "EQUITY SECURITIES" shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any option or other security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or rightright (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like).

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Major 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 issuable or issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsEach Major Investor, each Founding Investor will other than Centaur, LLC, or their transferees or assignees (which are expressly excluded from this Section 4), shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major 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 issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Each Investor will shall have a right of first refusal to purchase its pro rata share Pro Rata Share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding Investor’s pro rata share 's "Pro Rata Share" is equal to the ratio of (aA) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of any outstanding warrants or options) of which such Founding Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (bB) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other equity security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsSection 4.7 below, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding Major 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any option or other security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or rightright (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like).

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Rights Investor will shall have a right of first refusal to purchase up to its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Rights 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 issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will holding not less than one million (1,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "ROFR Investor"), shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding ROFR Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding ROFR 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Each Investor will shall have a preemptive right of first refusal to purchase purchase, on the same terms and conditions as offered to other purchasers, its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Investor is deemed to be a holder beneficial owner of 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding Major 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will The Purchaser shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 8.5(f) hereof. Each Founding Investor’s The Purchaser's pro rata share is equal to the ratio of (aA) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Founding Investor Purchaser is deemed to be a holder Purchaser immediately prior to the issuance of such the Equity Securities (which shall include, without limitation, all Common Stock issued or issuable upon exercise of this Warrant in full and full conversion of the Shares) to (bB) the total number of shares of the Company’s 's outstanding Common Stock on a fully diluted basis (including all shares of Common Stock issued or issuable upon exercise of this Warrant in full and full conversion of the Shares or upon the exercise of any outstanding warrants or optionsShares) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Each Investor will shall have a subscription right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Investor’s pro rata share is equal to the ratio of (a) the sum of the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon Series B Stock, the exercise of outstanding warrants or options) of Series C Stock, the Series D Stock and/or the Series E Stock which such Founding Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities plus the number of shares of Common Stock issuable upon the exercise of warrants or options held by such Investor 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock Shares or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Shares or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock Shares or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Each Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof4.6 hereof (a “Company Offering”). Each Founding Major Investor’s pro rata share is equal to the ratio of (ax) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsother convertible security) of which such Founding Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (by) 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable for or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.to

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will the Purchaser shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, from time to time, propose to sell and issue after the date of this AgreementClosing Date, other than the Equity Securities excluded by Section 5.6 hereofL(5) below. Each Founding InvestorThe Purchaser’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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Investor the Purchaser 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, Company or (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Stock or Preferred Stock, Stock or other equity security (including any option or warrant to purchase such a convertible security), (iii) any security carrying any warrant Common Stock or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or rightequity security).

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 3.6 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase up to its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and sell, issue or exchange after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding Major Investor is deemed to be a holder hold immediately prior to the issuance of such Equity Securities to (b) 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Each Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof. Each Founding Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding Investor is deemed to be a holder of immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding 's Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or pursuant to options or stock purchase rights granted under the Company's 1999 Equity Incentive Plan or upon the exercise of any other outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will Each Major Purchaser shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Investor’s Major Purchaser's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon Preferred Stock and other convertible securities and the exercise of all outstanding warrants or optionsoptions and warrants) of which such Founding Investor Major Purchaser 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon Preferred Stock and other convertible securities and the exercise of any all outstanding warrants or options) immediately prior to the issuance of the Equity Securitiesoptions and warrants). The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock stock or other similar security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, stock or other similar security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock stock or other similar security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below), that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Major Investor is deemed to be a holder hold 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 and held, or issuable upon conversion and/or exercise of the Shares or upon the exercise of and any outstanding warrants or options) other Derivative Securities held immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase up to its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and sell, issue or exchange after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or optionsShares) of which such Founding Major Investor is deemed to be a holder hold immediately prior to the issuance of such Equity Securities to (b) 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right, but shall exclude those securities described in Section 4.6.

Subsequent Offerings. (a) Subject to applicable securities laws, each Founding Investor will (“ROFR Holder”) shall have a right of first refusal to purchase his/her/its pro rata share of all Equity Securities, Securities (as defined below, ) that the Company Corporation may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 5.5 hereof. Each Founding Investor’s . (b) The pro rata share is of each ROFR Holder shall be equal to the ratio of (ax) the number of shares of the CompanyCorporation’s Common Stock (including all shares of Common Stock issued and issuable or issued upon the conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Founding Investor is deemed to be a holder ROFR Holder holds immediately prior to the issuance of such Equity Securities to (by) the total number of shares of the CompanyCorporation’s outstanding Common Stock (including all shares of Common Stock issued or and issuable upon the conversion of the Shares or upon of which all ROFR Holder are deemed to be the exercise of any outstanding warrants or options) holders immediately prior to the issuance of the such Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the CompanyCorporation, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (iv) any such warrant or rightright with the exclusions as set forth in Section 5.5.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 5.7 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Major 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) options of which such Founding Major 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 Shares or upon the exercise of any outstanding warrants or options) outstanding immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any equity security of the Company convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other equity security of the Company (including any option to purchase such a convertible security), (iii) any equity security of the Company carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or of the Company, (iv) any such warrant or rightright or (v) any debt securities that may be convertible into equity securities of the Company.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a preemptive right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.7 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Major 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Major Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Major 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding Major 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 outstanding (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Investor will have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding 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 Shares or upon the exercise of outstanding warrants or options) of which such Founding 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsSo long as any of the Series G Preferred Stock is outstanding, each Founding Investor will Series G Holder shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding Investor’s A Series G Holder's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Founding Investor Series G Holder is deemed to be a holder immediately prior to the issuance of such Equity Securities Securities) to (b) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares Preferred Stock or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Founding Each Investor will shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.6 hereof. Each Founding 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 issued or issuable or issued upon conversion of the Shares Series A Preferred Stock and the Series AA Preferred Stock or upon the exercise of any outstanding warrants or options) of which such Founding 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 Shares Series A Preferred Stock and the Series AA Preferred Stock or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsthe limitations set forth in Section 4.4 below, each Founding Investor will shall have a right of first refusal offer to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and or issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 4.5 hereof. Each Founding Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsPreferred Stock) of which such Founding 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares Preferred Stock or upon the exercise or conversion of any outstanding warrants or optionsoptions or other Securities directly or indirectly exercisable or convertible into Common Stock) immediately prior to the issuance of the Equity SecuritiesSecurities (the "Ownership Percentage"). The term “"Equity Securities” will " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (iv) any such warrant or right.