Common use of Subsequent Offerings Clause in Contracts

Subsequent Offerings. Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its 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. 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 other Preferred Stock) of which such 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 Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or other Preferred Stock) immediately prior to the issuance of such Equity Securities. The term “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 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 Major Each Investor shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) 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 2.4 hereof. 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 Each 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 other Preferred Stockexercise of any outstanding warrants or options) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities (including, in the case of an issuance prior to the Conversion Date, the number of shares of Common Stock that would be issuable upon conversion of the Series G Preferred Stock immediately following the Conversion Date) to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares Preferred Stock or other Preferred Stockexercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity SecuritiesSecurities (including, in the case of an issuance prior to the Conversion Date, the number of shares of Common Stock that would be issuable upon conversion of the Series G Preferred Stock immediately following the Conversion Date). The term “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 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 lawsIn connection with subsequent equity financings, each Major Investor the Investors shall have a right of first refusal to purchase their pro rata 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 Major Investor Pro Rata Share terms is convertible into or exchangeable or exercisable for Common Stock (as defined belowregardless 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. 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 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 other Preferred Stock) of which such 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 Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or other Preferred Stock) immediately prior to the issuance of such Equity Securities. The term “Equity Securities” shall 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 (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 Major Each Investor (with its affiliates) which holds Registrable Securities with an initial aggregate purchase price of at least five hundred thousand dollars ($500.000.00) (a "Significant Investor") shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) 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. 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 Each Significant Investor'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 other Preferred StockShares) of which such 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 or issued upon conversion of the Preferred Shares or other Preferred Stockupon the exercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock (as defined in the Charier) 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 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 (provided that Roche Finance Ltd shall be considered a Major Investor for purposes only of this Section 4 so long as Roche Finance Ltd continues to hold at least 1,000,000 shares of capital stock of the Company) shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) 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. 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 Each 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 other Preferred Stockupon the exercise of outstanding warrants or options) of which such 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 Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or other Preferred Stockupon the exercise of any outstanding warrants or options) outstanding immediately prior to the issuance of such the Equity Securities. The term “Equity Securities” 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 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 of the Company or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor The Purchaser shall have a right of first refusal to purchase its Major Investor Pro Rata Share pro rata share of all Equity Securities (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 10.6 hereof. 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 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 purchased pursuant to this Agreement, then held by the Purchaser or issued upon conversion of the Shares or other Preferred Stock) of which such Major Investor is deemed any transferee pursuant to be a holder immediately prior to the issuance of such Equity Securities Section 9.2(a)(iii), to (b) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable or issued upon the conversion of the Shares any Equity Securities or other Preferred Stockupon exercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity Securities. The term “Equity Securities” "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 or other security (including any option option, warrant or other 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 security, or (iv) any such option, warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) 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. For purposes of this Section 5; provided, 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 partnershowever, managing members and/or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. The “Major Investor Pro Rata Share” for that each Major Investor may elect to receive some or all of its pro rata share of the Equity Securities in shares of a non-voting series thereof. Each 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 other Preferred Stockupon the exercise of outstanding warrants or options) of which such 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 or issued upon conversion of the Shares or other Preferred Stockupon the exercise of any outstanding warrants or options that are in the money) immediately prior to the issuance of such the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock preferred stock of the Company 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 preferred stock of the Company 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 of the Company or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsSo long as an Investor (with its Affiliates) shall own not less than three hundred thousand (300,000) shares of Registrable Securities (as adjusted for stock splits and combinations and the like) (a "Significant Investor"), each Major such Significant Investor shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) 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. 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 Each Investor'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 other Preferred StockShares) of which such 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 or issued upon conversion of the Shares or other Preferred Stockupon the exercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity Securities. The term “"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 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. (a) Subject to applicable securities laws, each Major A-1 Investor shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) pro rata share of all Equity Securities, as defined belowin this subsection (a), 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. For purposes of this Section 5subsection (a), 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 A-1 Investor’s pro rata share is equal to the ratio of (ai) 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 other Preferred Stockupon the exercise of outstanding warrants or options) of which such Major A-1 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 outstanding Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares and the conversion of the shares of Series A Preferred Stock then outstanding or other Preferred Stockupon the exercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity Securities. The term “Equity Securities” shall mean (i1) any Common Stock, Preferred Stock or other equity security of the Company, (ii2) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other equity security (including any option to purchase such a convertible security), (iii3) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (iv4) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Each Major Investor who holds shares of Series Preferred (each such Major Investor shall be referred to as a “Participating Investor” for purposes of this Section 4) shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) 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. 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 Each Participating 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 and Common Stock issued or other Preferred Stockissuable upon conversion of warrants held by such Participating Investor, as applicable) of which such Major Participating 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 or issued upon conversion of the Shares or other Preferred Stockupon the exercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity Securities. The term “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 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 Holder (with its affiliates) shall own not less than an aggregate of one hundred fifty thousand (150,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "MAJOR INVESTOR"), each such Major Investor shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) 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. 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 Each Investor'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 other Preferred StockShares) of which such 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 or issued upon conversion of the Shares or other Preferred Stockupon the exercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity Securities. The term “Equity Securities” "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 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 Each holder of Series D Preferred or any right, option or warrant to applicable securities laws, each Major Investor purchase shares of Series D Preferred (a "Holder") shall have a right of first refusal to purchase its Major Investor Pro Rata Share pro rata share of all Equity Securities (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 3.5 hereof. 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 Each Holder's pro rata share is equal to the ratio of (ai) the number of shares of the Company’s 's Common Stock (including all any shares of Common Stock issuable or issued upon conversion of Preferred Stock or any other convertible securities and upon the Shares exercise of any options, warrants or other Preferred Stockderivative securities held by such Holder) of which such Major Investor Holder, 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 any shares of Common Stock issuable or issued upon conversion of Preferred Stock or any other convertible securities and upon the Shares exercise of any in-the-money options, warrants or other Preferred Stockderivative securities, as the case may be) immediately prior to the issuance of such the Equity Securities. The term “"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 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 Major Investor that qualifies an “accredited investor” under Regulation D of the Securities Act (a “Qualified Investor”) shall have a right of first refusal to purchase its Major Investor Pro Rata Share pro rata share of all Equity Securities (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 4.7 hereof. 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 Each Qualified 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 other Preferred Stockupon the exercise of outstanding warrants or options) of which such Major Qualified 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 or issued upon conversion of the Shares or other Preferred Stockupon the exercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity Securities. The collective pro rata share of Advisory Holders that share a common or affiliated Adviser may be allocated among such Adviser or Advisers’ advisory clients as determined by the Adviser or Advisers. The term “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 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 an Investor (with its affiliate) shall own not less than two hundred fifty thousand (250,000) share of Registrable Securities (as adjusted for stock splits and contributions) (a "Significant Investor"), each Major Significant Investor shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) 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. 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 Each Significant Investor'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 other Preferred StockShares) of which such Major Significant 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 or issued upon conversion of the Shares or other Preferred Stockupon the exercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity Securities. The term “"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 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 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 Major Investor Stockholder shall have a the right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) 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. 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 Each Stockholder’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 other Preferred Stock) of which such Major 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 issuable or issued upon conversion of held by the Shares or other Preferred Stock) immediately prior to the issuance of such Equity SecuritiesStockholders. The term “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 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 Each Investor (together with its affiliates) holding not less than one hundred thousand (100,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "Major Investor Investor") shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) 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. For purposes of this Section 5, a Each 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 Investor'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 other Preferred StockShares) of which such Major 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 or issued upon conversion of the Shares or other Preferred Stockupon the exercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity Securities. The term “"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 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 Major Each Investor shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) pro rata share of all Equity Securities, Securities (as defined belowhereinafter defined), 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. 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 Each 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 other Preferred Stockissued or issuable upon exercise of any warrants held by such Investor) of which such 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 or issued upon conversion of the Shares Shares, the Series A Stock, the Series D-2 Stock, the Series D-3 Stock and the Series D-4 Stock or other Preferred Stockupon the exercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity Securities. The term “"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 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 Each Purchaser shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) pro rata share of all Equity New 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 New Securities excluded by Section 5.6 4(e) hereof. 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 Each Purchaser's pro rata share is equal to the ratio of (ax) the number of shares Sale Shares and Warrant Shares (assuming full exercise of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or other Preferred StockWarrants) of which such Major Investor Purchaser is deemed to be a holder immediately prior to the issuance of such Equity New Securities to (by) the total number of shares of the Company’s 's Common Stock (including all shares of Common Stock issuable or issued upon conversion assuming full exercise of the Shares or other Preferred StockWarrants) outstanding immediately prior to the issuance of such Equity the New Securities. (Prior to the issuance of the Sale Shares and Warrants pursuant to Section 1(b) hereof, the numerator and denominator of the fraction described in the immediately preceding sentence each shall include such Sale Shares and Warrants.) The term “Equity "New Securities” " 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 Major Investor that holds the Company’s Registrable Securities that qualifies an “accredited investor” under Regulation D of the Securities Act (a “Qualified Investor”) shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) 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. 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 Each Qualified 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 other Preferred Stockupon the exercise of outstanding warrants or options) of which such Major Qualified 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 or issued upon conversion of the Shares or other Preferred Stockupon the exercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity Securities. The term “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 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 lawsEach Investor and Each Founder (each of such Investors and Founders, each Major Investor for purposes of this Section 4, an "Owner") shall have a right of first refusal to purchase its Major Investor Pro Rata Share (as defined below) 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. For Each Owner'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 partnersrefusal, 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 (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 other Preferred Stockexercise of outstanding warrants or options) of which such Major 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 or issued upon conversion of the Shares or other Preferred Stockupon the exercise of any outstanding warrants or options) immediately prior to the issuance of such the Equity Securities. The term “"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 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.