Common use of Subsequent Offerings Clause in Contracts

Subsequent Offerings. (a) Each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities 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 4.1(d) hereof. Each Major Investor’s pro rata share is equal to the ratio of (a) the number of Registrable Securities (calculated on an as-converted, as exercised basis) which such Major Investor is deemed to hold immediately prior to the issuance of such Equity Securities and (b) the total number of shares of outstanding Common Stock (including all shares of Common Stock issuable or issued upon the conversion or exercise of any outstanding Preferred Stock, warrants or options) immediately prior to the issuance of the Equity Securities. (b) If the Company proposes to issue any Equity Securities, it shall give each Major Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Major Investor shall have twenty (20) days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. A Major Investor shall be entitled to apportion the right of first refusal hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Major Investor who would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale. (c) If not all of the Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such participating Major Investors the right to acquire such unsubscribed shares. Such participating Major Investors shall have five (5) days after receipt of such notice to notify the Company of their election to purchase all or a portion thereof of the unsubscribed shares. If the Participating Major Investors fail to exercise in full the rights of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Major Investors’ rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Subsequent Offerings. (a) Each Subject to applicable securities laws, each Investor that, together with its Affiliates (or in the case of an Investor that is a member of the Fidelity Group, together with all members of the Fidelity Group), holds at least 100,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, reverse stock splits and the like) (such Investors collectively, the “Major Investor Investors”) shall have a right of first refusal offer to purchase its such Major Investor’s pro rata share based on its percentage of the Company’s outstanding shares of Common Stock, calculated on an as-if-converted-to-common basis (excluding, for the avoidance of doubt, unexercised options) of all Equity Securities that issued by the Company may, from time to time, propose to sell and issue after the date of this AgreementCompany, other than the with respect to Equity Securities excluded by that are Excluded Securities. For purposes of this Section 4.1(d) hereof. Each 4.2, each Major Investor’s pro rata share is equal to the ratio Major Investor’s percentage of (a) the number outstanding shares of Registrable Securities (Common Stock, calculated on an asas- if-converted-to-common basis (for this purpose, as exercised basis) which such Major Investor is deemed to hold immediately prior to the issuance of such Equity Securities and (b) the total number of shares of outstanding Common Stock (including all shares of Common Stock issuable that were issued, or issued are issuable, upon the conversion or exercise of any outstanding Preferred Stock, but excluding any issued but unexercised and any unvested rights, shares, options or warrants to subscribe for, purchase or options) immediately prior to the issuance otherwise acquire shares of the Equity SecuritiesCommon Stock). (b) If the Company proposes to issue any Equity Securities, it shall give each Major Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Major Investor shall have twenty fifteen (2015) days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. A Major Investor shall be entitled to apportion the right of first refusal hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Major Investor who would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale. (c) If not all of any Major Investor fails to so agree in writing within the Major Investors elect fifteen (15) day period specified in 4.2(b) to purchase their such Major Investor’s pro rata share of the an offering of Equity SecuritiesSecurities (each a “Nonpurchasing Investor”), then promptly after the expiration of such fifteen (15) day period, the Company shall promptly notify in writing each Major Investor who has timely agreed to purchase its pro rata share of such offering of Equity Securities (each a “Purchasing Investor”) of the Major Investors who do so elect and number of the Nonpurchasing Investor’s unpurchased pro rata share of such Equity Securities (the “Unpurchased Shares”). Each Purchasing Investor shall offer such participating Major Investors have the right to acquire purchase such unsubscribed shares. Such participating Major Investors shall have five Purchasing Investor’s pro rata share (5or any other share agreed to by each Purchasing Investor) of the Unpurchased Shares at any time within ten (10) days after receipt of receiving such notice by giving written notice to notify the Company of their election to purchase all or a portion thereof of the unsubscribed sharesCompany. If the Participating Major Investors fail to exercise in full the rights of first refusal, the The Company shall have ninety (90) days thereafter from the expiration of the periods set forth above to sell the all or any Equity Securities in respect of which that were not agreed to be purchased by the Major Investors’ rights were not exercised, at a price and upon general terms and conditions not materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof4.2(b). If the Company has not sold such Equity Securities within such ninety (90) days of the notice provided pursuant to Section 4.2day period, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Subsequent Offerings. (a) Each Major Subject to applicable securities laws, each Investor shall have a right of first refusal offer to purchase its such Investor’s pro rata share of all Equity Securities that issued by the Company may, from time to time, propose to sell and issue after the date of this AgreementCompany, other than the with respect to Equity Securities excluded by that are Excluded Issuances. For purposes of this Section 4.1(d) hereof. Each Major 4.2, each Investor’s pro rata share is equal to the ratio Investor’s percentage of (a) the number outstanding shares of Registrable Securities (Common Stock, calculated on an as-if-converted, as exercised basis) which such Major Investor is deemed to hold immediately prior to the issuance of such Equity Securities and fully-diluted basis (b) the total number of shares of outstanding Common Stock (for this purpose, including all shares of Common Stock issuable that were issued, or issued are issuable, upon the conversion or exercise of any outstanding Preferred Stock, but excluding any issued but unvested or unexercised rights, options or warrants to subscribe for, purchase or options) immediately prior to the issuance otherwise acquire shares of the Equity SecuritiesCommon Stock). (b) If lf the Company proposes to issue any Equity SecuritiesSecurities (other than Excluded Issuances), it shall give each Major Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Major Investor shall have twenty (20) 15 days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. A Major Investor shall be entitled to apportion the right of first refusal hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Major Investor who would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale. (c) If not all of any Investor fails to so agree in writing within the Major Investors elect 15 day period specified in 4.2(b) to purchase their such Investor’s pro rata share of the an offering of Equity SecuritiesSecurities (each a “Nonpurchasing Investor”), then promptly after the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such participating Major Investors the right to acquire such unsubscribed shares. Such participating Major Investors shall have five (5) days after receipt expiration of such notice to notify the Company of their election to purchase all or a portion thereof of the unsubscribed shares. If the Participating Major Investors fail to exercise in full the rights of first refusal15 day period, the Company shall notify in writing each Investor who has timely agreed to purchase its pro rata share of such offering of Equity Securities (each a “Purchasing Investor”) of the number of the Nonpurchasing Investors’ unpurchased pro rata share of such Equity Securities (the “Unpurchased Shares”). Each Purchasing Investor shall have ninety the right to purchase such Purchasing Investor’s pro rata share (90or any other share agreed to by each Purchasing Investor) of the Unpurchased Shares at any time within 10 days thereafter after receiving such notice by giving written notice to the Company. The Company shall have 90 days from the expiration of the periods set forth above to sell the all or any Equity Securities in respect of which the Major Investors’ rights that were not exercisedagreed to be purchased by the Investors, at a price and upon general terms and conditions not materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof4.2(b). If the Company has not sold such Equity Securities within ninety (such 90) days of the notice provided pursuant to Section 4.2-day period, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Subsequent Offerings. (a) Each Subject to applicable securities laws, each Major Investor shall have a right of first refusal offer to purchase its such Major Investor’s pro rata share of all Equity Securities that issued by the Company may, from time to time, propose to sell and issue after the date of this Agreementin connection with an equity financing, other than the with respect to Equity Securities excluded by that are Excluded Securities. For purposes of this Section 4.1(d) hereof. Each 4.2(a)-(b), each Major Investor’s pro rata share is equal to the ratio Major Investor’s percentage of (a) the number Company’s outstanding shares of Registrable Securities (Common Stock, calculated on an as-convertedif converted fully-diluted basis (for this purpose, as exercised basis) which such Major Investor is deemed to hold immediately prior to the issuance of such Equity Securities and (b) the total number of shares of outstanding Common Stock (including all shares of Common Stock issuable that were issued, or issued are issuable, upon the conversion or exercise of any outstanding Preferred Stock but excluding any issued but unvested or unexercised rights, options or warrants to subscribe for, purchase or otherwise acquire shares of Common Stock, warrants or options) immediately prior to the issuance of the Equity Securities). (b) If the Company proposes to issue any Equity Securities, it shall give each Major Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Major Investor shall have twenty (20) 15 days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. A Major Investor shall be entitled to apportion the right of first refusal hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Major Investor who would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale. (c) If not all of any Major Investor fails to so agree in writing within the Major Investors elect 15 day period specified in 4.2(b) to purchase their such Major Investor’s pro rata share of the an offering of Equity SecuritiesSecurities (each a “Nonpurchasing Investor”), then promptly after the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such participating Major Investors the right to acquire such unsubscribed shares. Such participating Major Investors shall have five (5) days after receipt expiration of such notice to notify the Company of their election to purchase all or a portion thereof of the unsubscribed shares. If the Participating Major Investors fail to exercise in full the rights of first refusal15 day period, the Company shall notify in writing each Major Investor who has timely agreed to purchase its pro rata share of such offering of Equity Securities (each a “Purchasing Investor”) of the number of the Nonpurchasing Investor’s unpurchased pro rata share of such Equity Securities (the “Unpurchased Shares”). Each Purchasing Investor shall have ninety the right to purchase such Purchasing Investor’s pro rata share (90or any other share agreed to by each Purchasing Investor) of the Unpurchased Shares at any time within 10 days thereafter after receiving such notice by giving written notice to the Company. The Company shall have 90 days from the expiration of the periods set forth above to sell the all or any Equity Securities in respect of which that were not agreed to be purchased by the Major Investors’ rights were not exercised, at a price and upon general terms and conditions not materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof4.2(b). If the Company has not sold such Equity Securities within ninety (90) days of the notice provided pursuant to Section 4.2such 90 day period, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above. A Purchasing Investor’s pro rata share of the Unpurchased Shares is equal to the proportion that the outstanding shares of Common Stock held by such Purchasing Investor bears to the total number of shares of Common Stock held by all Purchasing Investors who wish to purchase any or all of the Unpurchased Shares (for this purpose, including shares of Common Stock that were issued, or are issuable, upon conversion of outstanding Preferred Stock but excluding any issued but unvested or unexcercised rights, options or warrants to subscribe for, purchase or otherwise acquire shares of Common Stock).

Subsequent Offerings. Subject to applicable securities laws, each Stockholder holding 62,500 (aas adjusted for stock splits and dividends paid in shares) Each Major Investor or more of the outstanding shares of Stock on an As-Converted Basis, if applicable (with the shares of Stock of each of the RWBS Holders being aggregated for purposes of achieving such threshold) (each an "Offered Stockholder") shall have a right of first refusal to purchase its pro rata share of all Equity Securities (as hereinafter defined) (the allocation of shares among the RWBS Holders to be pro rata based upon the Equity Securities held by the RWBS Holders unless otherwise agreed by them), 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 4.1(d4.1(c) hereof. Each Major Investor’s Offered Stockholder's pro rata share is equal to the ratio of (a) the number of Registrable Securities shares of Stock (calculated on an asincluding all shares of Stock issued or issuable upon the conversion of outstanding warrants or options or other rights to purchase shares of Stock or securities convertible into or exercisable for shares of Stock but excluding any shares of Stock issuable pursuant to any anti-converted, dilution provisions that may be applicable to such Stockholder's interest as exercised basisset forth in a separate agreement) which such Major Investor an Offered Stockholder is deemed to hold be a holder immediately prior to the issuance of such Equity Securities and to (b) the total number of outstanding shares of outstanding Common Stock (including all shares of Common Stock issued or issuable or issued upon the conversion or exercise of any outstanding Preferred warrants or options or other rights to purchase shares of Stock or securities convertible into or exercisable for shares of Stock, warrants but excluding any shares of Stock issuable pursuant to any anti-dilution provisions that may be applicable to such Stockholder's interest as set forth in a separate agreement or optionspursuant to any other similar provision effecting the Company) immediately prior to the issuance of the Equity Securities. (b) If the Company proposes to issue any . The term "Equity Securities, it " shall give each Major Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Major Investor shall have twenty mean (20i) days from the giving of such notice to agree to purchase its pro rata any share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. A Major Investor shall be entitled to apportion the right of first refusal hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Major Investor who would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale. (c) If not all of the Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such participating Major Investors the right to acquire such unsubscribed shares. Such participating Major Investors shall have five (5) days after receipt of such notice to notify the Company of their election to purchase all or a portion thereof of the unsubscribed shares. If the Participating Major Investors fail to exercise in full the rights of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Major Investors’ rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified interest in the Company’s notice , (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any share or interest (including any option to the Major Investors pursuant purchase such convertible security), (iii) any security carrying any warrant or right to Section 4.2 hereof. If the Company has not sold subscribe to or purchase any share, interest or other security or (iv) any such Equity Securities within ninety (90) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue warrant or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided aboveright.