Common use of Subsequent Offerings Clause in Contracts

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in 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 4.6 hereof. For purposes of this subsection (a), each Major A-1 Investor’s pro rata share is equal to the ratio of (i) 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 Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (ii) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (1) any Common Stock, Preferred Stock or other equity security of the Company, (2) 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), (3) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4) 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 pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 hereof. For purposes of this subsection (a), each Major A-1 Each Investor’s pro rata share is equal to the ratio of (ia) 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 Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding convertible debt or 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” shall mean (1i) any Common Stock, Preferred Stock preferred stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock preferred stock or other equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock preferred stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. Each Investor (awith its affiliates) Subject to applicable securities laws, each Major A-1 Investor 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 pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 hereof. For purposes of this subsection (a), each Major A-1 Each Significant Investor’s 's pro rata share is equal to the ratio of (ia) 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 Shares) of which such Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) 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 Preferred Shares and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (1i) any Common Stock, Preferred Stock (as defined in the Charier) or other security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company, (2) 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), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 The Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 8.7 hereof. For purposes of this subsection (a), each Major A-1 The Investor’s 's pro rata share is equal to the ratio of (ia) the number of shares of the Company’s Common Stock (including all purchased pursuant to Sections 2.1 and 2.2 of the Prior Agreement, plus the number of Shares purchased pursuant to Section 1, plus the number of 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 Section 8, held by the Shares Investor or upon the exercise of outstanding warrants or options) of which such Major A-1 Investor is deemed any transferee pursuant to be a holder immediately prior to the issuance of such Equity Securities Section 11.5, to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding 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” " shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option option, warrant or other right to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security security, or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Investor holding at least 1,900,000 shares (as adjusted for any stock dividends, splits, combinations, recapitalizations and the like) of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock (each, a “Major A-1 Investor Holder”) shall have a right of first refusal to purchase all or any portion of its pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 hereof. For purposes of this subsection (a), each Each Major A-1 InvestorHolder’s pro rata share is equal to the ratio of (ix) 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 held by such Major A-1 Investor is deemed to be a holder Holder immediately prior to the issuance of such Equity Securities to (iiy) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) outstanding immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (1a) any Common Stock, Preferred Stock or other equity security of the Company, (2b) any security or right 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), (3c) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4d) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 Investor The Purchaser shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined in this subsection (abelow), 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 4.6 10.6 hereof. For purposes of this subsection (a), each Major A-1 Investor’s The Purchaser's pro rata share is equal to the ratio of (ia) 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 upon the exercise of outstanding warrants or options) of which such Major A-1 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 (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding 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” "EQUITY SECURITIES" shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option option, warrant or other right to purchase such a convertible security), (3iii) any security carrying any option, warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security security, or (4iv) any such option, warrant or right.

Subsequent Offerings. So long as an Investor (awith its Affiliates) Subject to applicable securities lawsshall 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 A-1 such Significant Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 4.7 hereof. For purposes of this subsection (a), each Major A-1 Each Investor’s 's pro rata share is equal to the ratio of (ia) 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 Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 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 pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 4.7 hereof. For purposes of this subsection (a), each Major A-1 Each Investor’s pro rata share is equal to the ratio of (ia) 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 Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) outstanding immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) 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), (3iii) 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 (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 Each Investor shall have a right of first -------------------- refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 5.6 hereof. For purposes of this subsection (a), each Major A-1 Each Investor’s 's pro rata share is equal to the ratio of (i) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Conversion Shares or upon the exercise of outstanding warrants or optionsand Warrant Shares) of which such Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (ii) 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 Conversion Shares and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or optionsWarrant Shares) immediately prior to the issuance of the Equity Securities. The As used in this Section 5, the term “"Equity Securities” " shall mean (1) any Common Stock, Preferred Stock or other equity security of the Company, (2) any security convertible into or exercisable or exchangeable forcarrying any warrant convertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option to purchase such a convertible security), (3) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4) 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 pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 4.7 hereof. For purposes of this subsection (a); provided, however, that each Major A-1 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 (ia) 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 Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or optionsoptions that are in the money) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (1i) any Common Stock, Preferred Stock preferred stock of the Company or other equity security of the Company, (2ii) 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 equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock preferred stock of the Company or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 Investor The Purchaser shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined in this subsection (abelow), 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 4.6 10.7 hereof. For purposes of this subsection (a), each Major A-1 Investor’s The Purchaser's pro rata share is equal to the ratio of (ia) 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 upon the exercise of outstanding warrants or options) of which such Major A-1 Investor is deemed any transferee pursuant to be a holder immediately prior to the issuance of such Equity Securities Section 0, to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding 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” " shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option option, warrant or other right to purchase such a convertible security), (3iii) any security carrying any option, warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security security, or (4iv) any such option, warrant or right.

Subsequent Offerings. So long as Holder (awith its affiliates) Subject to applicable securities lawsshall 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 A-1 Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 hereof. For purposes of this subsection (a), each Major A-1 Each Investor’s 's pro rata share is equal to the ratio of (ia) 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 Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” "EQUITY SECURITIES" shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) 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), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. Following the effective date of the Company's first underwritten public offering of its Common Stock, registered under the Securities Act of 1933, as amended (athe "Securities Act"), and so long as Xxxx (with its affiliates) Subject to applicable securities lawsshall own not less than fifty percent (50%) of the Shares, each Major A-1 Investor Xxxx shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)below, that the Company may, from time to time, propose to sell and issue after the date of this Agreementissue, other than the Equity Securities excluded by Section 4.6 2.6 hereof. For purposes of this subsection (a), each Major A-1 Investor’s Xxxx' pro rata share is equal to the ratio of (iA) 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 Major A-1 Investor Xxxx is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iiB) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 Each Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 hereof. For purposes of this subsection (a), each Major A-1 Each Investor’s 's pro rata share is equal to the ratio of (ia) 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 Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) 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 and the conversion Shares) held by all of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) Investors immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. The Xxxxx Entities and Enron (aeach an "ELIGIBLE HOLDER") Subject to applicable securities laws, each Major A-1 Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)below, that the Company may, may from time to time, time propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. For purposes of this subsection (a), each Major A-1 Investor’s Each such Eligible Holder's pro rata share is equal to the ratio of (iA) the number of shares Demand Shares which such Holder holds (or could hold upon exercise 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 optionsWarrants) of which such Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iiB) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants warrants, options or optionsother convertible securities) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (1i) any Common Stock, Stock or Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Stock or Preferred Stock or other equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Stock or Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 Each Investor shall have a right of first refusal to purchase its pro rata share of all the Equity Securities, as defined in this subsection (a)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 4.6 5.3 hereof. For purposes of this subsection (a), each Major A-1 Each Investor’s 's pro rata share is equal to the ratio of (iA) the number of shares of the Company’s Series A Stock, Series B Stock and Series C Stock, on an as converted to 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 basis, which such Major A-1 Investor is deemed to be a holder Purchaser holds immediately prior to the issuance of such Equity Securities to (iiB) the total number of shares of the Company’s 's outstanding Series A Stock, Series B Stock and Series C Stock, on an as converted to Common Stock basis, plus the outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company or (4iv) any such warrant or right.

Subsequent Offerings. Each Major Investor who holds shares of Series Preferred (aeach such Major Investor shall be referred to as a “Participating Investor” for purposes of this Section 4) Subject to applicable securities laws, each Major A-1 Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 hereof. For purposes of this subsection (a), each Major A-1 Each Participating Investor’s pro rata share is equal to the ratio of (ia) 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 issuable upon the exercise conversion of outstanding warrants or optionsheld by such Participating Investor, as applicable) of which such Major A-1 Participating Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 Investor Executive shall have a right of first refusal to purchase its his pro rata share of all Equity Securities, Securities (as defined in this subsection (a), below) that the Company may, may from time to time, time propose to sell and issue after the date of this AgreementCommencement Date, other than the Equity Securities excluded by Section 4.6 5(g)(vi) hereof. For purposes of this subsection (a), each Major A-1 Investor’s Executive's pro rata share is equal to the ratio of (iA) the number of shares of the Company’s Common Stock (including which Executive could hold assuming an immediate right to exercise the Stock Option for all shares of Common Stock issuable purchasable thereunder (whether vested or issued upon conversion of the Shares or upon the exercise of outstanding warrants or optionsunvested) of which such Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iiB) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants warrants, options or optionsother convertible securities) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (1i) any Common Stock, Preferred Stock common stock or other equity security preferred stock of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock common stock or other equity security preferred stock (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock common stock or other equity security preferred stock or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 Each Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 3.6 hereof. For purposes of this subsection (a), each Major A-1 Each Investor’s 's pro rata share is equal to the ratio of (iA) the number of shares of the Company’s 's Common Stock (including all that are held by such Investor plus the number of shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which any Warrant held by such Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iiB) the total number of shares of the Company’s outstanding 's Common Stock (including all outstanding plus the number of shares of Common Stock issued or issuable upon conversion exercise of the Shares and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) Warrants immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 Investor Xxxxxx shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 hereof. For purposes of this subsection (a), each Major A-1 Investor’s Xxxxxx'x pro rata share is equal to the ratio of (ia) 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 Major A-1 Investor Xxxxxx is deemed to be a holder hold immediately prior to the issuance of such Equity Securities to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 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 pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 4.7 hereof. For purposes of this subsection (a), each Major A-1 Each Qualified Investor’s pro rata share is equal to the ratio of (ia) 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 Major A-1 Qualified Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) 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), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 Each Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 hereof. For purposes of this subsection (a), each Major A-1 Each Investor’s 's pro rata share is equal to the ratio of (ia) 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 Major A-1 Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” "EQUITY SECURITIES" shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, ; (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option to purchase such a convertible security), ; (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security security; or (4iv) any such warrant or right.

Subsequent Offerings. So long as an Investor (awith its affiliate) Subject to applicable securities lawsshall 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 A-1 Significant Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 4.7 hereof. For purposes of this subsection (a), each Major A-1 Each Significant Investor’s 's pro rata share is equal to the ratio of (ia) 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 Major A-1 Significant Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Each Major A-1 Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined in this subsection (a)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 4.6 hereof. For purposes of this subsection (a), each Each Major A-1 Investor’s pro rata share is equal to the ratio of (ia) 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 Major A-1 Investor is deemed to be a holder Holder immediately prior to the issuance of such Equity Securities to (iib) the total number of shares of the Company’s outstanding Common Stock (including for both numerator and denominator all shares of Common Stock issued or issuable upon conversion of the Shares and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise or conversion of any outstanding warrants warrants, options, notes or optionsother rights to acquire securities of the Company) immediately prior to the issuance of the Equity Securities. The Subject to Section 4.6, the term “Equity Securities” shall mean (1i) any Common Stock, Stock or Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Stock or Preferred Stock or other equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Stock or Preferred Stock or other equity security or (4iv) any such warrant or right.

Subsequent Offerings. (a) Subject to applicable securities laws, each Major A-1 Investor Each Holder shall have a preemptive right of first refusal to purchase its pro rata share of all Equity New Securities, as defined in this subsection (a)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 4.6 hereof. For purposes of this subsection (a), each Major A-1 InvestorEach Holder’s pro rata share is equal to the ratio of (ia) 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 Major A-1 Investor Holder is deemed to be a holder immediately prior to before the issuance of such Equity New Securities to (iib) 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 and the conversion of the shares of Series A Preferred Stock then outstanding or upon the exercise of any outstanding warrants or optionsShares) immediately prior to before the issuance of the Equity New Securities. The term “Equity New Securities” shall shall, subject to Section 4.6 hereof, mean (1i) any Common Stock, Preferred Stock or other equity security of the Company, (2ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Series A Preferred Stock or other equity security (including any option to purchase such a convertible security), (3iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Series A Preferred Stock or other equity security or (4iv) any such warrant or right.