Common use of Excluded Securities Clause in Contracts

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 shares of Common Stock (the “Base Option Pool”) that is approved by the Company’s Board of Directors, issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above. (b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with or were inapplicable pursuant to any provision of this Section 4.7 with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors; (d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution, or in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case the terms of which are approved by the Board of Directors; (g) any Equity Securities that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereof; and (i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of Directors.

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 shares of Common Stock (and/or options, warrants or other Common Stock purchase rights and the “Base Option Pool”) that is approved by the Company’s Board of Directors, Common Stock issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to stock purchase or stock option plans or other arrangements that (the “Plans”) when (i) such Plans have been approved by the Board of Directors on or prior to the date hereof, or (ii) such Plans are approved by the Board for the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on Directors after the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against , including the limitations set forth above.affirmative approval of the NAV Director; (b) stock Any Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock any Equity Securities issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with with, waived, or were inapplicable pursuant to any provision of this Section 4.7 4.6 with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a bona fide merger, consolidation, acquisition acquisition, strategic alliance or similar business combination combination, provided that such transaction is not primarily for equity financing purposes and is approved by the Board of Directors, which shall include, in the case of any such issuance to an Affiliate or Related Person of the Company, approval by the NAV Director; (d) shares of Common Stock any Equity Securities issued in connection with any stock split, split or stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement arrangement, or debt financing from a bank or similar financial or lending institution; provided that such transaction is not primarily for equity financing purposes, and is approved by the Board of Directors, which shall include, in the case of any such issuance to an Affiliate or Related Person of the Company, approval by the NAV Director; (f) any Equity Securities that are issued by the Company pursuant to a registration statement relating to a firm commitment underwritten offering filed under the Securities Act; (g) any Equity Securities issued pursuant to Section 2 of the Purchase Agreement; (h) any Equity Securities issued in connection with bona fide strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case the terms of which are ; provided that such transaction is not primarily for equity financing purposes and is approved by the Board of Directors; (g) , which shall include, in the case of any Equity Securities that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms such issuance to an Affiliate or Related Person of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued approval by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereofNAV Director ; and (i) any Equity Securities issued to Investec suppliers or third party service providers in connection with loans that may be provided to the Company by Investec, provision of goods or service; provided that the terms of such loans transaction is not primarily for equity financing purposes and such issuances of Equity Securities are is approved by the Board of Directors, which shall include, in the case of any such issuance to an Affiliate or Related Person of the Company, approval by the NAV Director.

Excluded Securities. The rights right of first refusal established by this Section 4 Sections 9.1, 9.2 and 9.3 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 shares of Common Stock (the “Base Option Pool”) that is approved by the Company’s Board of Directorsand/or options, warrants or other Common Stock purchase rights issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was rights) issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.or (b) stock issued or issuable pursuant to any rights or rights, agreements, options, options or warrants or convertible securities outstanding as of the date of this Agreement; , and stock issued pursuant .to to any such rights rights, agreements, options or agreements warrants granted after the date of this Agreement, so long as Agreement provided that the rights right of first refusal established by this Section 4 were complied with or were inapplicable pursuant to any provision of this Section 4.7 with respect 9 did not apply to the initial sale or grant by the Company of such rights rights, agreements, options or agreementswarrants; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by whereby the Board stockholders of Directorsthe Company will own more than fifty percent (50%) of the voting power of the combined entity; (d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stockany Equity Securities; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement ; and (g) shares of the Company's Common Stock or debt financing from a bank or similar financial institution, or Preferred Stock issued in connection with strategic transactions involving the Company and other entitiesany third party, including (i) joint ventures, manufacturing, marketing marketing, corporate partnering or distribution arrangements arrangements, or (ii) technology licensetransfer, transfer research or development arrangements; provided that such strategic transactions and the issuance of shares therein, in any case the terms of which are has been approved by the Company's Board of Directors; . Notwithstanding the foregoing, during the term of the right of first refusal under this Article 9, if at any time or from time to time after the date of this Agreement the Company issues, pursuant to one or more transactions described in Sections 9.6 (a) through (g) any Equity Securities that are issued by the Company in a public offering in which all outstanding ), shares of Preferred its Common Stock will convert into (whether a new issuance of Common Stock, or Common Stock issued upon the exercise of an Equity Security, option, warrant or conversion or exchange right or other similar right), and if upon such issuance the number of Shares purchased pursuant to Sections 2.1 and 2.2 hereof, plus the number of shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares number of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued or issuable upon the conversion thereof) that are outstanding on the date hereof; and (i) of any Equity Securities issued Securities) previously purchased pursuant to Investec in connection with loans that may be provided to the Company by Investecthis Article 9 (collectively, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of Directors.the

Excluded Securities. The rights of first refusal offer established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 shares of Common Stock (and/or options, warrants or other Common Stock purchase rights and the “Base Option Pool”) that is approved by the Company’s Board of Directors, Common Stock issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for the primary purpose of soliciting or retaining their services (individuallyBoard, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes including one of the Base Option Pool Preferred Directors, and not opposed by any unvested Common Stock repurchased by of the Company pursuant to Preferred Directors attending or participating in the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.Board meeting; (b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with with, waived, or were inapplicable pursuant to any provision of this Section 4.7 4.6 with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition acquisition, strategic alliance or similar business combination approved by the Board, including one of the Preferred Directors, and not opposed by any of the Preferred Directors attending or participating in the Board of Directorsmeeting; (d) shares of Common Stock any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institutioninstitution approved by the Board, including one of the Preferred Directors, and not opposed by any of the Preferred Directors attending or participating in the Board meeting; (f) any Equity Securities issued to third party service providers in exchange for or as partial consideration for services rendered to the Company; (g) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case ; provided that the terms issuance of which are shares therein has been approved by the Board, including one of the Preferred Directors, and not opposed by any of the Preferred Directors attending or participating in the Board of Directorsmeeting; (gh) any Equity Securities issued by the Company that were unanimously approved by the Board; (i) any Equity Securities that are issued by the Company in pursuant to a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock registration statement filed under the terms of the Company’s Certificate of incorporation, as amended from time to time;Securities Act; and (hj) any Equity Securities issued by the Company pursuant to the terms of Section 1 2.3 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereof; and (i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of DirectorsAgreement.

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 an aggregate of two million three hundred thousand (2,300,000) shares, plus up to an additional one million two hundred thousand (1,200,000) shares pursuant to Section 7.3 of the Purchase Agreement, of Common Stock (the “Base Option Pool”) that is approved by the Company’s Board of Directors, issued after the original issue date of the Series A Preferred pursuant to such and/or options, warrants or other Common Stock purchase rights for such amount of shares (the “Option Rights”) and the Common Stock issued pursuant to such Option Rights (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof) issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for the primary purpose of soliciting or retaining their services (individuallyDirectors; provided, an “Equity Incentive” and collectively, “Equity Incentives”); provided furtherhowever, that for purposes at any given point in time, such amount shall be increased to reflect any shares of Common Stock (i) not issued pursuant to the Option Rights (“Unexercised Options”) as a result of the Base Option Pool any unvested Common Stock repurchased termination or cancellation of such Unexercised Options or (ii) reacquired by the Company from employees, officers, directors or consultants at cost (or the lesser of cost or fair market value) pursuant to agreements which permit the terms Company to repurchase such shares upon termination of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on services to the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.Company; (b) stock any Equity Securities issued or issuable pursuant to the exercise of any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock any Equity Securities issued pursuant .to to any such rights or agreements convertible securities granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with with, waived, or were inapplicable pursuant to any provision of this Section 4.7 with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued in connection with the Second Closing, Third Closing, Additional Closing or Optional Fourth Tranche Closing (as each term is defined in the Purchase Agreement); (d) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors; (de) shares of Common Stock any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement arrangement, or debt financing from a bank or similar financial institution, or lending institution approved by the Board of Directors; (g) any Equity Securities issued pursuant to a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock for the account of the Company; (h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including including, without limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case ; provided that the terms issuance of which are shares therein has been approved by the Company’s Board of Directors; (g) any Equity Securities Directors provided that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable such transaction is not substantially for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereofequity financing purposes; and (i) any Equity Securities issued pursuant to Investec in connection with loans that may be provided certain Convertible Promissory Note issued to the Company by InvestecPfizer, provided Inc. pursuant to that the terms certain Note Purchase Agreement of such loans and such issuances of Equity Securities are approved by the Board of Directorseven date herewith.

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 shares of Common Stock (the “Base Option Pool”) that is approved by the Company’s Board of Directors, issued after the original issue date upon conversion of the Series A Preferred Stock; (b) shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.Board; (bc) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with with, waived, or were inapplicable pursuant to any provision of this Section 4.7 with respect to the initial sale or grant by the Company of such rights or agreements; (cd) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition acquisition, strategic alliance or similar business combination approved by the Board of DirectorsBoard; (de) shares of Common Stock any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement arrangement, or debt financing from a bank or similar financial institution, or lending institution approved by the Board; (g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company; (h) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act; (i) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including including, without limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case ; provided that the terms issuance of which are shares therein has been approved by the Board of DirectorsBoard; (g) any Equity Securities that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (hj) any Equity Securities issued by the Company pursuant to the terms of Section 1 2.3 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereof; and (i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of DirectorsAgreement.

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 an aggregate amount of 400,000 shares of Common Stock (the “Base Option Pool”) that is approved by the Company’s Board of Directorsand/or options, warrants or other Common Stock purchase rights issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights rights) issued or issuable to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Company's Board for of Directors, and upon reasonable justification by the primary purpose of soliciting or retaining their services (individuallyCompany, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant additional 200,000 shares available to the terms of a restricted stock purchase agreement under which such Equity Incentive was be issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a4.6(a) without counting another time against upon consent of the limitations set forth above.Board of Directors of the Company; (b) stock issued or issuable pursuant to any rights or agreementsagreements outstanding as of the date of this Agreement, options, options and warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to to any such rights rights, agreements, options or agreements warrants granted after the date of this Agreement, so long as provided that the rights of first refusal established by this Section 4 were complied with or were inapplicable pursuant to any provision of this Section 4.7 applied with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors; (d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (ed) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution, or in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case the terms of which are approved by the Board of Directors; (ge) any Equity Securities that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereofa Qualified Public Offering; and (if) any shares of Equity Securities (not to exceed 5% of the Common Stock of the Company, determined on a fully diluted, as converted basis) issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are a strategic alliance with a pharmaceutical or biotechnology company approved unanimously by the Company's Board of Directors.

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 shares of common stock and/or options, warrants or other Common Stock (purchase rights and the “Base Option Pool”) that is approved by the Company’s Board of Directors, Common Stock issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) after the date hereof to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.Directors; (b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with or were inapplicable pursuant to any provision of this Section 4.7 with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, strategic alliance, acquisition or similar business combination approved by the Board of Directors; (d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement arrangement, or debt financing from a bank or similar financial institution, or lending institution approved by the Board of Directors; (g) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act; (h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case ; provided that the terms issuance of which are shares therein has been approved by the Company’s Board of Directors;; and (g) any Equity Securities that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (hi) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereof; and (i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of DirectorsAgreement.

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 shares of common stock and/or options, warrants or other Common Stock (purchase rights and the “Base Option Pool”) that is approved by the Company’s Board of Directors, Common Stock issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) after the date hereof to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.Directors; (b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with or were inapplicable pursuant to any provision of this Section 4.7 with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, strategic alliance, acquisition or similar business combination approved by the Board of Directors; (d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement arrangement, or debt financing from a bank or similar financial institution, or lending institution approved by the Board of Directors; (g) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act; (h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case ; provided that the terms issuance of which are shares therein has been approved by the Company’s Board of Directors;; and (g) any Equity Securities that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (hi) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereof; and (i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of DirectorsAgreement.

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up Up to 25,000,000 an aggregate of 2,496,438 shares of Common Stock (the “Base Option Pool”) and/or options, warrants or other purchase rights to purchase Common Stock, provided that is approved by the Company’s Board of Directors, issued after the original issue date of the Series A Preferred pursuant to any such options, warrants or other purchase rights that expire or terminate unexercised or any restricted Common Stock repurchased by the Company at cost shall not be counted toward such maximum number unless and until such shares are regranted as new stock grants or as new options, warrants or other purchase rights to purchase Common Stock) approved by the Board and issued to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to the Company’s 2007 Stock Option Plan or such other stock purchase or stock option plans plan or other arrangements that are approved by the Board for (including the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes affirmative approval of the Base Option Pool any unvested Common Preferred Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.Designees); (b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with or were inapplicable pursuant to any provision of this Section 4.7 4.6 with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, strategic alliance, acquisition or similar business combination approved by the Board (including the affirmative vote of Directorsthe Preferred Stock Designees); (d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stockpreferred stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement arrangement, or debt financing from a bank or similar financial institution, or lending institution approved by the Board (including the affirmative vote of the Preferred Stock Designees); (g) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act; (h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case ; provided that the terms issuance of which are shares therein has been approved by the Board (including the affirmative vote of Directors; (g) any Equity Securities that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereofDesignees); and (i) any Equity Securities Shares of Preferred Stock issued to Investec in connection with loans that may be provided pursuant to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of DirectorsPurchase Agreements.

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (aA) up to 25,000,000 shares of Common Stock capital stock (the “Base Option Pool”) that is approved by the Company’s Board of Directorsand/or options, warrants or other capital stock purchase rights issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights rights) issued or to be issued to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.Directors; (bB) capital stock issued or issuable pursuant to any rights or agreementsagreements outstanding as of the date of this Agreement, options, options and warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as provided that the rights of first refusal established by this Section 4 were complied with applied (or were inapplicable pursuant to any provision of this Section 4.7 4.6) with respect to the initial sale or grant by the Company of such rights or agreements; (cC) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directorscombination; (dD) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (eE) shares of Common Stock issued upon conversion of shares of the Company’s Preferred StockShares; (fF) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution, institution provided that such transactions are for primarily nonequity financing purposes; (G) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act; and (H) shares of the Company's Common Stock or Preferred Stock issued in connection with strategic transactions involving the Company and other entities, including (iA) joint ventures, manufacturing, marketing or distribution arrangements or (iiB) technology license, transfer or development arrangements, in any case the terms of which are approved by the Board of Directors; (g) any Equity Securities that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereof; and (i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of Directors.transfer

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 shares of Common Stock (and/or options, warrants or other Common Stock purchase rights and the “Base Option Pool”) that is approved by the Company’s Board of Directors, Common Stock issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for of Directors, in each case where the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant was not to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.raise additional equity capital; (b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with or were inapplicable pursuant to any provision of this Section 4.7 with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, strategic alliance, acquisition or similar business combination approved by the Board of Directorscombination; (d) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement arrangement, or debt financing from a bank or similar financial or lending institution, or ; and (g) any equity securities issued in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements; provided however, in any case that the terms issuance of which are shares pursuant to (i) or (ii) above therein has been approved by the Board directors of Directors; (g) any Equity Securities that are issued the Company elected by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of that such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereof; and (i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of Directorstransaction is not primarily for equity financing purposes.

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 shares of Common Stock (and/or options, warrants or other Common Stock purchase rights and the “Base Option Pool”) that is approved by the Company’s Board of Directors, Common Stock issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to stock purchase or stock option plans or other arrangements that (the “Plans”) when (i) such Plans have been approved by the Board of Directors on or prior to the date hereof, or (ii) such Plans are approved by the Board for the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on Directors after the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against , including the limitations set forth above.affirmative approval of the Preferred Director; (b) stock Any Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock any Equity Securities issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with with, waived, or were inapplicable pursuant to any provision of this Section 4.7 4.6 with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a bona fide merger, consolidation, acquisition acquisition, strategic alliance or similar business combination combination, provided that such transaction is not primarily for equity financing purposes and is approved by the Board of Directors, which shall include, in the case of any such issuance to an Affiliate or Related Person of the Company, approval by the Preferred Director; (d) shares of Common Stock any Equity Securities issued in connection with any stock split, split or stock dividend or recapitalization by the Company;; . (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement arrangement, or debt financing from a bank or similar financial or lending institution; provided that such transaction is not primarily for equity financing purposes, and is approved by the Board of Directors, which shall include, in the case of any such issuance to an Affiliate or Related Person of the Company, approval by the Preferred Director; (f) any Equity Securities that are issued by the Company pursuant to a registration statement relating to a firm commitment underwritten offering filed under the Securities Act; (g) any Equity Securities issued pursuant to Section 2 of the Purchase Agreement; (h) any Equity Securities issued in connection with bona fide strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case the terms of which are ; provided that such transaction is not primarily for equity financing purposes and is approved by the Board of Directors; (g) , which shall include, in the case of any Equity Securities that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms such issuance to an Affiliate or Related Person of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued approval by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereofDirector ; and (i) any Equity Securities issued to Investec suppliers or third party service providers in connection with loans that may be provided to the Company by Investec, provision of goods or service; provided that the terms of such loans transaction is not primarily for equity financing purposes and such issuances of Equity Securities are is approved by the Board of Directors, which shall include, in the case of any such issuance to an Affiliate or Related Person of the Company, approval by the Preferred Director.

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 shares of Common Stock (and/or options, warrants or other Common Stock purchase rights and the “Base Option Pool”) that is approved by the Company’s Board of Directors, Common Stock issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.Directors; (b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with with, waived, or were inapplicable pursuant to any provision of this Section 4.7 with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination that are approved by the Board of Directors; (d) shares of Common Stock any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement arrangement, or debt financing from entered into for primarily non-equity financing purposes that are approved by the Board of Directors; (f) any Equity Securities that are issued by the Company pursuant to a bank or similar financial institution, or registration statement filed under the Securities Act that are approved by the Board of Directors; (g) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including including, without limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case the terms of which arrangements that are approved by the Board of Directors; (gh) up to an aggregate of 200,000 Equity Securities (on an as converted basis) of the Company issued to any charitable organization described in Section 170(c) of the Code; (i) any Equity Securities that are issued by that, with the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms unanimous approval of the Company’s Certificate Board of incorporationDirectors, as amended from time are not offered to time;any existing stockholders of the Company; and (hj) any Equity Securities issued by the Company pursuant to the terms of Section 1 2.3 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereof; and (i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of DirectorsAgreement.

Excluded Securities. The preemptive rights of first refusal established by this Section 4 4.4 shall have no application not apply to any of the following Equity Securities: (a1) up to 25,000,000 shares of Common Stock (and/or options, warrants or other Common Stock purchase rights and the “Base Option Pool”) that is approved by the Company’s Board of Directors, Common Stock issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors toto the Company, the Company or any subsidiary pursuant to stock purchase share purchase, equity incentive plan, or stock share option plans or other arrangements that are approved by the Board board of directors of the Company, in each case, which are for compensatory purposes and not for the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of providing financing to the Base Option Pool any unvested Common Stock repurchased by the Company Company; (2) Equity Securities issued pursuant to the terms conversion or exercise of a restricted stock purchase agreement under which such Equity Incentive was issued the Notes and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.Warrants; (b3) stock Equity Securities issued or issuable pursuant to the conversion or exercise of any rights or agreements, options, warrants or convertible securities other rights which are outstanding as of the date of this Agreement; and stock hereof; (4) shares issued pursuant .to to any such rights rights, agreements, options or agreements warrants granted after the date of this AgreementClosing, so long as the preemptive rights of first refusal established by this Section 4 4.4 were complied with with, waived, or were inapplicable pursuant to any provision of this Section 4.7 4.4 with respect to the initial sale or grant by the Company of such rights rights, agreements, options or agreementswarrants; (c5) any Equity Securities issued for consideration other than cash pursuant to a mergeran acquisition by the Company of the capital stock or assets of another company (including by way of merger or consolidation), consolidationincluding, without limitation, the issuance of Equity Securities pursuant to the A Block APA, provided, such acquisition or similar business combination is approved by the Board board of Directors;directors of the Company; and (d6) shares of Common Stock any Equity Securities issued in connection with any stock share split, stock share dividend on, reclassification or recapitalization by or similar event of the Company; (e) shares of Common Stock issued upon conversion of shares outstanding Equity Securities of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution, or in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case the terms of which are approved by the Board of Directors; (g) any Equity Securities that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereof; and (i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of Directors.

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up shares issued or to 25,000,000 shares of Common Stock (the “Base Option Pool”) that is approved by the Company’s Board of Directors, be issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights hereof to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for the primary purpose of soliciting Directors or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company stock issued or issuable pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.thereto; (b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with with, waived, or were inapplicable pursuant to any provision of this Section 4.7 with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors; (d) shares of Common Stock any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement arrangement, or debt financing from a bank or similar financial institution, or lending institution approved by the Board of Directors; (f) any Equity Securities that are issued by the Company pursuant to the Initial Offering; and (g) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements; provided, in any case that the terms issuance of which are shares therein has been approved by the Company’s Board of Directors; (g) any Equity Securities ; and provided, further, that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable such transaction is not substantially for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereof; and (i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of Directorsequity financing purposes.

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 shares of Common Stock (and/or options, warrants or other Common Stock purchase rights and the “Base Option Pool”) that is approved by the Company’s Board of Directors, Common Stock issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights issued or to be issued to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.Directors; (b) stock any Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock ; (c) any Equity Securities issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with or were inapplicable pursuant to any provision of this Section 4.7 with respect to the initial sale or grant by the Company of such rights or agreements; (cd) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, strategic alliance, acquisition or similar business combination approved by the Board of DirectorsDirectors following the date of this Agreement and provided such issuances are primarily for other than equity financing purposes; (de) shares any Equity Securities issued in connection with the settlement of Common Stock disputed amount approved by the Board of Directors following the date of this Agreement; (f) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the CompanyCompany approved by the Board of Directors following the date of this Agreement; (eg) shares of Common Stock issued upon conversion of shares of the Company’s Preferred StockStock or any other series of preferred stock; (fh) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement arrangement, or debt financing from a bank or similar financial or lending institution, or the primary purpose of which is other than to obtain financing for the Company through the issuance of equity securities, approved by the Board of Directors; (i) any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act; (j) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, arrangements in any case event entered into primarily for non-capital raising purposes; provided that the terms issuance of which are shares therein has been approved by the Board of Directors;; or (gk) any Equity Securities that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued Notes issuable by the Company pursuant to the terms of Section 1 of the Purchase Loan Facility Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares Series E Stock issuable upon conversion of Series A Preferred the Notes and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of the Common Stock issued issuable upon conversion thereof) that are outstanding on of the date hereof; and (i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of DirectorsSeries E Stock).

Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) up to 25,000,000 23,877,415 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the date of this Agreement) of Common Stock (the “Base Option Pool”) that is approved (as such Option Pool may be increased from time to time by approval of the Board of Directors and the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Preferred Stock as required by the Company’s Board Certificate of DirectorsIncorporation, as such may be amended from time to time) issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary subsidiary, pursuant to the Company’s 2013 Equity Incentive Plan (or any similar successor stock purchase or stock option plans adopted by the Company), or any additional shares of Common Stock issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are unanimously approved by the Board for the primary purpose of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes of the Base Option Pool any unvested Common Stock repurchased by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.Directors; (b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with or were inapplicable pursuant to any provision of this Section 4.7 4.6 with respect to the initial sale or grant by the Company of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, strategic alliance, acquisition or similar business combination approved by the Board of Directors, including a majority of the directors appointed by the holders of the Shares; (d) shares of Common Stock issued in connection with any stock split, split or stock dividend or recapitalization by the Company; (e) shares of Common Stock issued upon conversion of shares of the Company’s Preferred Stock; (f) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement arrangement, or debt financing from a bank or similar financial institutionor lending institution approved by the Board of Directors, or including a majority of the directors appointed by the holders of the Shares, and provided that the issuance of such shares is primarily for purposes other than the raising of additional capital through an equity financing; (g) any Equity Securities that are issued by the Company pursuant to a Qualified IPO; (h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, in any case ; provided that the terms issuance of which are shares therein has been approved by the Company’s Board of Directors; (g) any Equity Securities Directors and provided that are issued by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise issuance of such warrants and all shares is primarily for purposes other than the raising of Common Stock issued upon conversion thereof) that are outstanding on the date hereofadditional capital through an equity financing; and (i) any Equity Securities issued to Investec in connection with loans that may be provided pursuant to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of DirectorsPurchase Agreement.

Excluded Securities. The preemptive rights of first refusal established by this Section 4 shall have no application to the issuance of any of the following Equity Securities: (a) up to 25,000,000 shares of Common Stock (the “Base Option Pool”) that is approved by issued upon conversion of shares of the Company’s Board Preferred Stock; (b) shares of DirectorsCommon Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued after the original issue date of the Series A Preferred pursuant to such options, warrants or other rights issued or to be issued after the Series E Original Issue Date (as defined in the Company’s Certificate of Incorporation) to employees, officers or directors of, or consultants or advisors to, to the Company or any subsidiary for the primary purpose of soliciting or retaining their services and pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board for of Directors, including the primary purpose affirmative vote of soliciting or retaining their services (individually, an “Equity Incentive” and collectively, “Equity Incentives”); provided further, that for purposes at least three of the Base Option Pool any unvested Common Stock repurchased representatives designated by the Company pursuant to the terms of a restricted stock purchase agreement under which such Equity Incentive was issued and any Equity Incentive which expires unexercised (including, without limitation, Equity Incentives outstanding on the date hereof) may again be sold or granted under this Section 4.7(a) without counting another time against the limitations set forth above.Preferred Stock; (bc) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant .to to any such rights or agreements granted after the date of this Agreement, so long as the preemptive rights of first refusal established by this Section 4 were complied with or were inapplicable pursuant to any provision of this Section 4.7 4.6 with respect to the initial sale or grant by the Company of such rights or agreements; (cd) any Equity Securities issued for consideration other than primarily cash pursuant to a merger, consolidation, acquisition acquisition, strategic transaction (including joint ventures, manufacturing, marketing or distribution arrangements or technology transfer or development arrangements) or similar business combination provided that the issuance of shares in connection therewith has been approved by the Company’s Board of Directors, including the affirmative vote of at least three of the representatives designated by the Preferred Stock. (e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board of Directors, including the affirmative vote of at least three of the representatives designated by the Preferred Stock; (df) shares of Common Stock issued in connection with any stock split, stock dividend dividend, reclassification or recapitalization similar non-economic event by the Company; (eg) shares of Common Stock any Equity Securities that are issued upon conversion of shares of by the Company’s Preferred StockCompany pursuant to a registration statement filed under the Securities Act; (fh) up to five percent (5%) of the fully diluted capitalization of the Company ( defined to include all any Equity Securities issued and outstanding shares of capital stock, all shares issued or issuable upon exercise on conversion of all convertible securities, options, wan-ants, or other purchase . rights and all shares of capital stock reserved for future issuance) issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution, or in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology license, transfer or development arrangements, ; provided that the issuance of shares in any case the terms of which are connection therewith has been approved by the Company’s Board of Directors; (g) any Equity Securities that are issued , including the affirmative vote of at least three of the representatives designated by the Company in a public offering in which all outstanding shares of Preferred Stock will convert into shares of Common Stock under the terms of the Company’s Certificate of incorporation, as amended from time to time; (h) any Equity Securities issued by the Company pursuant to the terms of Section 1 of the Purchase Agreement or the Restated LSA and all warrants exercisable for shares of Series A Preferred and Series B Preferred (and the shares of Series A Preferred and Series B Preferred, as applicable, issued upon exercise of such warrants and all shares of Common Stock issued upon conversion thereof) that are outstanding on the date hereof; and (i) any Equity Securities issued to Investec in connection with loans that may be provided to the Company by Investec, provided that the terms of such loans and such issuances of Equity Securities are approved by the Board of DirectorsStock.