Common use of Subsequent Offerings Clause in Contracts

Subsequent Offerings. Each Purchaser shall have a right of first refusal to purchase its PRO RATA share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 hereof. Each Purchaser's PRO RATA share is equal to the ratio of (a) the number of shares of the Common Stock issuable upon conversion of the Shares (and excluding those shares of Common Stock already issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this Agreement) which such Purchaser is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "Equity Securities" shall mean (i) any Common Stock, Preferred Stock or other security convertible, with or without consideration, into any Common Stock or Preferred Stock (including any option to purchase such a convertible security), (ii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Preferred Stock or (iii) any such warrant or right.

Subsequent Offerings. Each Purchaser Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each Purchaser's PRO RATA Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Common Stock issuable upon conversion of the Shares (and excluding those including all shares of Common Stock already issuable or issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this Agreementor upon the exercise of outstanding warrants or options) of which such Purchaser 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 Shares (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock or other security convertibleof the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security, or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.7 hereof. Each Purchaser's PRO RATA Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock issuable upon conversion of the Shares (and excluding those including all shares of Common Stock already issuable or issued upon conversion of the Shares and or upon the exercise of any other Common Stock acquired by a Purchaser other than under this Agreementoutstanding warrants or options) which such Purchaser Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's ’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock or other security convertibleof the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Equity Securities, as defined below, unless in each such case the Company shall have first complied with this Section 4 or the operation of this Section 4 shall have been waived in accordance with the terms herein. Subject to applicable securities laws, each Investor shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each Purchaser's PRO RATA Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock issuable upon conversion of the Shares (and excluding those including all shares of Common Stock already issuable or issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this Agreementor exercise of the Warrants) which such Purchaser Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's ’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or optionsShares) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock or other security convertibleof the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser Subject to applicable securities laws, each Major Holder shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each Purchaser's PRO RATA Major Holder’s pro rata share is equal to the ratio of (a) the number of shares of the Common Stock issuable upon conversion of the Shares (and excluding those including all shares of Common Stock already issuable or issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this Agreementor upon the exercise of outstanding warrants or options) of which such Purchaser Major Holder is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The Subject to Section 4.6 hereof, the term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock or other security convertibleof the Company, (ii) any security (including any debt security) convertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security (including any debt security) carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser The Investor shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 9.6 hereof. Each PurchaserThe Investor's PRO RATA pro rata share is equal to the ratio of (a) the number of shares Shares purchased pursuant to Article 2, plus the number of the Common Stock issuable upon conversion of the Shares (and excluding those shares of Common Stock already (and the number of shares of Common Stock issued or issuable upon the conversion of any Equity Securities) previously purchased pursuant to this Article 9, held by the Shares and Investor or any other Common Stock acquired by a Purchaser other than under this Agreement) which such Purchaser is deemed transferee pursuant to be a holder immediately prior to the issuance of such Equity Securities Section 11.5, to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon the conversion of the Shares any Equity Securities or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "Equity Securities" shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option option, warrant or other right to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security, or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser For so long as the Investor holds any of the Shares (or additional shares of Common Stock issued by the Company to the Investor in connection with a stock split, stock dividend or stock distribution or pursuant to this Section 9.1), the Investor shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 hereof9.5. Each PurchaserThe Investor's PRO RATA pro rata share is equal to the ratio of (a) the number of shares Shares of which the Common Stock issuable upon conversion of the Shares (and excluding those shares of Common Stock already issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this Agreement) which such Purchaser Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities plus any shares of the Company's Common Stock of which the Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities that were issued to the Investor pursuant to this Section 9 or in connection with a stock split, stock dividend or stock distribution (collectively, the "Eligible Shares") to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares Series A Preferred 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 (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other equity security (including any option to purchase such a convertible securitysecurity of the Company), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase up to its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and sell, issue or exchange after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each Purchaser's PRO RATA Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock issuable upon conversion of the Shares (and excluding those including all shares of Common Stock already issuable or issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this AgreementShares) which such Purchaser Major Investor is deemed to be a holder hold immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's ’s then outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock or other security convertibleof the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser Except as set forth on Exhibit A, each Major Investor who is an "accredited investor" within the meaning of Rule 501(a) of the Securities Act shall have a right of first refusal participation to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each PurchaserMajor Investor's PRO RATA 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 upon conversion of the Shares (and excluding those shares of Common Stock already issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this AgreementShares) which such Purchaser Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "Equity Securities" shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each PurchaserMajor Investor's PRO RATA pro rata share is equal to the ratio of (a) the number of shares of the Company's Common Stock issuable upon conversion of the Shares (and excluding those including all shares of Common Stock already issuable or issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this AgreementShares) which such Purchaser Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "Equity Securities" shall mean (i) any Common Stock, Preferred Stock or other security convertibleof the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser shall Subject to applicable securities laws, Investor will have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each Purchaser's PRO RATA Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock issuable upon conversion of the Shares (and excluding those including all shares of Common Stock already issuable or issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this Agreementor upon the exercise of outstanding warrants or options) of which such Purchaser Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's ’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" shall ” will mean (i) any Common Stock, Preferred Stock or other security convertibleof the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock Stock, Preferred Stock, or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser Investor shall have a preemptive right of first refusal to purchase its PRO RATA share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.5 hereof. Each PurchaserThe Investor's PRO RATA share is equal to the ratio Equity Securities offered by the Company multiplied by a fraction: (i) the numerator of (a) which is the sum of the number of shares of the Company's Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares (and excluding those shares Shares) of Common Stock already issued upon conversion of which the Shares and any other Common Stock acquired by a Purchaser other than under this Agreement) which such Purchaser Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to Securities; (bii) the denominator of which is the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "Equity Securities" shall mean mean: (iA) any Common Stock, Preferred Stock or other security of the Company (excluding shares of Series B Stock issued in connection with the Series B Financing, shares of Series B-1 Stock issued in connection with the Series B-1 Financing and shares of Series C Stock issued in connection with the Series C Financing); (B) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), ; (iiC) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security; or (iiiD) any such warrant or right.

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

Subsequent Offerings. Each Subject to applicable securities laws, each Purchaser shall have a the right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by this Section 8.4 14 hereof. Each Purchaser's PRO RATA Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock issuable upon conversion of the Shares (and excluding those including all shares of Common Stock already issuable or issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this AgreementShares) of which such Purchaser is deemed to be a holder Holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's ’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares Convertible Notes or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock or other security convertibleof the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser Investor and Mr. Heap shall have a right of first refusal to purchase its PRO RATA share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.7 hereof. Each PurchaserInvestor's or Mr. Heap'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 upon conversion of the Shares (and excluding those shares of Common Stock already issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this AgreementShares) which such Purchaser Investor or Mr. Heap is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "Equity Securities" shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each Purchaser's PRO RATA Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Common Stock issuable upon conversion of the Shares (and excluding those including all shares of Common Stock already issuable or issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this Agreementor upon the exercise of outstanding warrants or options) of which such Purchaser Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock outstanding (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock or other security convertibleof the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Major Purchaser shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each Major Purchaser's PRO RATA 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 upon conversion of the Shares (Preferred Stock and excluding those shares other convertible securities and the exercise of Common Stock already issued upon conversion all outstanding options and warrants) of the Shares and any other Common Stock acquired by a Purchaser other than under this Agreement) which such Major Purchaser is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon Preferred Stock and other convertible securities and the exercise of any all outstanding warrants or options) immediately prior to the issuance of the Equity Securitiesoptions and warrants). The term "Equity Securities" shall mean (i) any Common Stockstock or similar security of the Company, Preferred Stock or other (ii) any security convertible, with or without consideration, into any Common Stock stock or Preferred Stock similar security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock stock or Preferred Stock similar security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser Major Investor and Xxxxxxxx Xxxxxxx (the “Founder”) shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each Purchaser's PRO RATA Major Investor and Founder’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 upon conversion of the Shares (and excluding those shares of Common Stock already issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this AgreementShares) which such Purchaser Major Investor or Founder is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's ’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security of the Company (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other equity security of the Company or (iiiiv) any such warrant or rightright of the Company.

Subsequent Offerings. Each Purchaser Major Investor shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 hereof4.6 hereof (a “Company Offering”). Each Purchaser's PRO RATA Major Investor’s pro rata share is equal to the ratio of (ax) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares (and excluding those shares or other convertible security) of Common Stock already issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this Agreement) which such Purchaser Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (by) the total number of shares of the Company's ’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock or other security convertibleof the Company, (ii) any security convertible into or exercisable for or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (ii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Preferred Stock or (iii) any such warrant or right.to

Subsequent Offerings. Each The Purchaser shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 8.5(f) hereof. Each The Purchaser's PRO RATA pro rata share is equal to the ratio of (aA) the number of shares of the Common Stock issuable upon conversion of the Shares (and excluding those shares of Common Stock already issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this Agreement) which such Purchaser is deemed to be a holder Purchaser immediately prior to the issuance of such the Equity Securities (which shall include, without limitation, all Common Stock issued or issuable upon exercise of this Warrant in full and full conversion of the Shares) to (bB) the total number of shares of the Company's outstanding Common Stock on a fully diluted basis (including all shares of Common Stock issued or issuable upon exercise of this Warrant in full and full conversion of the Shares or upon the exercise of any outstanding warrants or optionsShares) immediately prior to the issuance of the Equity Securities. The term "Equity Securities" shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser So long as any of the Series G Preferred Stock is outstanding, each Series G Holder shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each PurchaserA Series G Holder's PRO RATA 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 upon conversion of the Shares (and excluding those shares of Common Stock already issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this Agreement) which such Purchaser Series G Holder is deemed to be a holder immediately prior to the issuance of such Equity Securities Securities) to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares Preferred Stock or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "Equity Securities" shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Subject to applicable securities laws, the Purchaser shall have a right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, from time to time, propose to sell and issue after the date of this AgreementClosing Date, other than the Equity Securities excluded by Section 8.4 hereofL(5) below. Each The Purchaser's PRO RATA ’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock issuable upon conversion of the Shares (and excluding those including all shares of Common Stock already issuable or issued upon conversion the exercise of outstanding warrants or options) of which the Shares and any other Common Stock acquired by a Purchaser other than under this Agreement) which such Purchaser is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's ’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock or other equity security convertibleof the Company or (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock or Preferred Stock (including any option to purchase such a convertible security), (ii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Preferred Stock or other equity security (iii) including any such option or warrant to purchase Common Stock or rightPreferred Stock or other equity security).

Subsequent Offerings. Each Purchaser Major Investor shall have a right of first refusal offer to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof; provided, that prior to the consummation of any such purchase transaction, the Company shall have obtained any required approvals of the Federal Communications Commission or other applicable governmental agencies. Each PurchaserInvestor's PRO RATA pro rata share is equal to the ratio of (aA) the number of shares of the Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares (and excluding those shares Shares) of Common Stock already issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this Agreement) which such Purchaser 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 outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or optionsoptions or other securities convertible into Common Stock) immediately prior to the issuance of the Equity Securities. The term "Equity SecuritiesEQUITY SECURITIES" shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security of the Company (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security of the Company or (iiiiv) any such warrant or right. An Investor shall be entitled to apportion the right of first offer hereby granted it among itself, its partners, and its affiliates in such proportions as it deems appropriate.

Subsequent Offerings. Each Purchaser Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase up to its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and sell, issue or exchange after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each Purchaser's PRO RATA Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock issuable upon conversion of the Shares (and excluding those including all shares of Common Stock already issuable or issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this AgreementShares) which such Purchaser Major Investor is deemed to be a holder hold immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's ’s then outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock or other security convertibleof the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right, but shall exclude those securities described in Section 4.6.

Subsequent Offerings. Each Purchaser Major Investor, other than Centaur, LLC, or their transferees or assignees (which are expressly excluded from this Section 4), shall have a right of first refusal to purchase its PRO RATA 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 8.4 4.6 hereof. Each Purchaser's PRO RATA Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares (and excluding those shares of Common Stock already issued upon conversion of the Shares and any other Common Stock acquired by a Purchaser other than under this AgreementShares) which such Purchaser Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's ’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock or Stock, Preferred Stock or other security or (iiiiv) any such warrant or right.

Subsequent Offerings. Each Purchaser Investor shall have a subscription right of first refusal to purchase its PRO RATA pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 8.4 4.6 hereof. Each Purchaser's PRO RATA Investor’s pro rata share is equal to the ratio of (a) the sum of the number of shares of the Company’s Common Stock issued or issuable upon conversion of the Shares (and excluding those shares of Common Series B Stock, the Series C Stock, the Series D Stock already issued upon conversion of and/or the Shares and any other Common Series E Stock acquired by a Purchaser other than under this Agreement) which such Purchaser Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities plus the number of shares of Common Stock issuable upon the exercise of warrants or options held by such Investor to (b) the total number of shares of the Company's ’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "“Equity Securities" ” shall mean (i) any Common Stock, Preferred Stock Shares or other security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock Stock, Shares or Preferred Stock other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock Stock, Shares or Preferred Stock other security or (iiiiv) any such warrant or right.