Common use of Holders Rights Clause in Contracts

Holders Rights. Subject to the provisions of Section 4.2 through 4.5 below, the Company hereby grants to each Major Holder who is an “accredited investor” within the meaning of applicable securities laws and regulations (a “ROFR Holder”), the right of first refusal to purchase its Pro Rata Amount (as defined below) of New Securities which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A ROFR Holder’s “Pro Rata Amount”, for purposes of this right of first refusal, is equal to the ratio of (a) the number of shares of Common Stock (except for Common Stock originally issued as Common Stock which were not issued upon conversion of Preferred Stock) and Preferred Stock and all other shares of any other convertible securities, rights, options or warrants held by such ROFR Holder (“ROFR Shares”), on an as exercised and as converted to Common Stock basis, to (b) the total of all outstanding shares of Common Stock, all outstanding shares of Preferred Stock and all other shares of other convertible securities, rights, options or warrants then outstanding, on an as exercised and as converted to Common Stock basis, and all shares of Common Stock held in reserve in any of the Company’s equity incentive plans that are not then yet allocated for outstanding and unexercised stock options.