Common use of Pre-emptive Rights Clause in Contracts

Pre-emptive Rights. If at any time after the issuance and delivery of the Shares to the University pursuant to this Agreement, the Company shall issue or sell any New Securities of the Company (other than shares of Common Stock or options to purchase shares of Common Stock issued or issuable pursuant to any equity incentive plans of the Company), the Company shall offer to sell such additional New Securities to the University at a purchase price equal to and on the same terms the Company offers to other investors in order to maintain the University’s proportional ownership of the Fully Diluted Capitalization calculated in accordance with this paragraph. Within [***] following the sale of New Securities by the Company, the Company shall deliver a notice to the University (the “Offer Notice”) stating the terms of the New Securities and the opportunity for the University to purchase New Securities. By giving written notice within [***] after the date of the Offer Notice, the University may elect to purchase, at the price and on the terms specified in the Offer Notice, such number of shares of New Securities needed to maintain the University’s proportional ownership of the Fully-Diluted Capitalization after giving effect to the issuance of (i) all New Securities (including New Securities purchased by the University under this paragraph) and (ii) if applicable, Additional Shares pursuant to paragraph 4 above. The exercise or non-exercise by the University of its rights pursuant to this paragraph shall be without prejudice to its rights under this paragraph with respect to any future sales of New Securities. The covenants set forth in this paragraph shall terminate and be of no further force or effect (i) immediately before the consummation of an IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act of 1934, whichever event occurs first.

Pre-emptive Rights. If at any time after the issuance and delivery of the Shares Units to the University pursuant to this Agreement, the Company shall issue or sell any New Securities of the Company (other than shares of Common Stock or options to purchase shares of Common Stock issued or issuable pursuant to any equity incentive plans of the CompanyExempted Securities), the Company shall offer to sell such additional New Securities to the University at a purchase price equal to and on the same terms the Company offers to other investors in order to maintain the University’s proportional ownership of the Fully Diluted Capitalization calculated in accordance with this paragraph. Within [***] thirty (30) days following the sale of New Securities by the Company, the Company shall deliver a notice to the University (the “Offer Notice”) stating the terms of the New Securities and the opportunity for the University to purchase New Securities. By giving written notice within [***] thirty (30) days after the date of the Offer Notice, the University may elect to purchase, at the price and on the terms specified in the Offer Notice, such number of shares of New Securities needed required for the University to maintain the University’s its proportional ownership of the Fully-Diluted Capitalization after giving effect to the issuance of (i) all New Securities (including New Securities purchased by the University under this paragraph) and (ii) if applicable, Additional Shares pursuant to paragraph 4 above). The exercise or non-exercise by the University of its rights pursuant to this paragraph shall be without prejudice to its rights under this paragraph with respect to any future sales of New Securities. The covenants set forth in this paragraph shall terminate and be of no further force or effect (i) immediately before the consummation of an IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act of 1934, whichever event occurs first.

Pre-emptive Rights. If at any time after the issuance and delivery of the Shares to the University pursuant to this Agreement, the Company shall issue or sell any New Securities of the Company (other than shares of Common Stock or options to purchase shares of Common Stock issued or issuable pursuant to any equity incentive plans of the Company), the Company shall offer to sell such additional New Securities to the University at a purchase price equal to and on the same terms offered by the Company offers to other investors in order to maintain the University’s 's proportional ownership of the on a Fully Diluted Capitalization calculated in accordance with this paragraphSection 6. Within [***] thirty (30) days following the sale of New Securities by the Company, the Company shall deliver a notice to the University (the “Offer Notice”) stating the terms of the New Securities and the opportunity for the University to purchase up to such number of New Securities. By giving written notice notification received by the Company, within [***] thirty (30) days after the date mailing of the Offer Notice, the University may elect to purchase, at the price and on the terms specified in the Offer Notice, such number of shares of New Securities needed up to (i) the number of New Securities that the University would be required to purchase in order to maintain the University’s proportional ownership of the Fully-Diluted Capitalization ownership, after giving effect to the issuance of (i) all New Securities (including New Securities purchased by the University under this paragraphSection 6) and the issuance (ii) if applicable, ) of Additional Shares pursuant to paragraph 4 aboveSection 4, at the University's percentage of the Fully-Diluted Capitalization immediately before giving effect to such issuance. The exercise or non-exercise by the University of its rights pursuant to this paragraph Section 6 shall be without prejudice to its rights under this paragraph Section 6 with respect to any future sales of New Securities. The covenants set forth in this paragraph Section 6 shall terminate and be of no further force or effect (i) immediately before the consummation of an the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act of 1934, whichever event occurs first.

Pre-emptive Rights. If at any time after the issuance and delivery of the Shares Subject to the University pursuant to terms and conditions specified in this AgreementSection 1, the Company shall issue or sell any New Securities of hereby grants to the Purchaser pre-emptive rights with respect to future sales by the Company of its Shares (other than as hereinafter defined) prior to December 31, 2006. Each time that the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of Common Stock or options to purchase shares of Common Stock issued or issuable pursuant to any equity incentive plans of the Companyits capital stock (“Shares”), the Company shall offer to sell such additional New Securities first make an offering to the University at Purchaser so that he has the option to purchase, on a purchase price equal to and on the same terms the Company offers to other investors in order to maintain the University’s proportional ownership pro rata basis, a portion of the Fully Diluted Capitalization calculated such Shares in accordance with this paragraph. Within [***] the following the sale of New Securities by the Company, the provisions: 1.1 The Company shall deliver a notice to the University by certified mail (the “Offer Notice”) to the Purchaser stating (a) its bona fide intention to offer such Shares, (b) the terms number of such Shares to be offered, and (c) the price and terms, if any, upon which it proposes to offer such Shares. (a) Within 15 calendar days after delivery of the New Securities and the opportunity for the University to purchase New Securities. By giving written notice within [***] after the date of the Offer Notice, the University Purchaser may elect to purchasepurchase or obtain, at the price and on the terms specified in the Offer Notice, up to that portion of such Shares which equals the proportion that (i) the number of shares of New Securities needed to maintain the University’s proportional ownership Common Stock of the FullyCompany acquired by the Purchaser pursuant to that Common Stock and Warrant Purchase Agreement dated September 26, 2003, including shares of Common Stock of the Company issued upon conversion of the Warrant purchased thereunder, and including any adjustments pursuant to Section 8 thereof, and shares of Common Stock received in connection with any stock dividend, stock split or other reclassification thereof (“Purchaser Common Shares”), and then held by the Purchaser, bears to (ii) the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities). (b) Any purchase by the Purchaser under this Section 1 shall be completed at the same closing as that of any third party purchasers. 1.3 The Company may, during the 45-Diluted Capitalization after giving effect day period following the expiration of the period provided in subsection 1.2(a) hereof, offer the remaining unsubscribed portion of the Shares to any person or persons at a price not less than, and upon terms no more favorable to the issuance offeree than those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within 60 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Purchaser in accordance herewith. 1.4 The pre-emptive rights in this paragraph 1 shall not be applicable to (i) all New Securities (including New Securities purchased by securities issued pursuant in stock split, dividend, combination or the University under this paragraph) and like, with the approval of the Board, (ii) if applicablesecurities issuable or issued to employees, Additional Shares consultants or directors of the Company directly or pursuant to paragraph 4 above. The exercise a stock option plan or non-exercise restricted stock plan approved by the University Board of its Directors of the Company, (iii) capital stock, or options or warrants to purchase capital stock, issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, the terms of which are approved by the Board of Directors of the Company, (iv) securities issuable upon exercise of warrants outstanding as of the date hereof, or (v) capital stock or warrants or options to purchase capital stock issued in connection with bona fide acquisitions, mergers or similar transactions, the terms of which are approved by the Board of Directors of the Company. 1.5 The rights pursuant to this paragraph shall be without prejudice to its rights under this paragraph with respect to any future sales of New Securities. The covenants the Purchaser set forth in this paragraph shall terminate and Section 1 may be assigned (but only with all related obligations) only to a transferee or assignee of no further force all of the Purchaser Common Shares (unless the transferee or effect (i) immediately before assignee is the consummation spouse, child, grandchild or spouse of an IPOsuch children or grandchildren of the Purchaser, or a trust for the benefit of the Purchaser or such persons, in which case the rights of the Purchaser set forth in this Section 1 may be assigned (iibut only with all related obligations) when to a transferee or assignee of less than all of Purchaser’s Common Shares), provided that (a) the Company first becomes subject is, within a reasonable time prior to the periodic reporting requirements of Section 12(g) or 15(d) such transfer, furnished with written notice of the Exchange Act name and address of 1934such transferee or assignee and the securities with respect to which such rights are being assigned, whichever event occurs first(b) such transferee agrees in writing to be bound by the provisions of this Agreement, and (c) such transferee is not an actual or potential competitor of the Company, as determined in good faith by the Company’s Board of Directors.

Pre-emptive Rights. If (a) For so long as the Purchaser holds Notes, if at any time after the issuance and delivery of the Shares to the University pursuant to this Agreement, the Company shall issue grants, issues or sell sells any New Securities of Class A Ordinary Shares or other equity securities or equity interests in the Company Company, or options, convertible securities, warrants or other rights to purchase Class A Ordinary Shares or other equity securities (other than shares of Common Stock or options to purchase shares of Common Stock issued or issuable pursuant to any equity incentive plans of issuances under the Company’s incentive-compensation plans) (each “New Securities”), the Company Purchaser shall offer be entitled to sell such additional New Securities to the University at a purchase price equal to and on acquire, upon the same terms and at the Company offers same price to be paid by any other investors in order to maintain the University’s proportional ownership holders of equity securities, a pro rata portion of the Fully Diluted Capitalization calculated in accordance with this paragraph. Within [***] following the sale of New Securities by the Company, the Company shall deliver a notice to the University Securities; (the “Offer Notice”b) stating the terms The Purchaser’s pro rata portion of the New Securities and shall be a percentage equal to the opportunity for the University to purchase New Securities. By giving written notice within [***] after the date percentage of the Offer Notice, total outstanding Class A Ordinary Shares the University may elect to purchase, at Purchaser would acquire if the price and on the terms specified in the Offer Notice, such number of shares of New Securities needed to maintain the University’s proportional ownership Purchaser converted all of the Fully-Diluted Capitalization after Notes held by the Purchaser immediately before giving effect to the issuance of (i) all New Securities (including New Securities purchased by the University under this paragraph) and (ii) if applicable, Additional Shares pursuant to paragraph 4 above. The exercise or non-exercise by the University of its rights pursuant to this paragraph shall be without prejudice to its rights under this paragraph with respect to any future sales of New Securities. The covenants . (c) Notwithstanding the foregoing, the rights set forth in this paragraph Section 1 shall terminate and be not apply to any transaction constituting a “Change of no further force Control” under the Notes or effect (i) immediately before the consummation any exercise, conversion or exchange of an IPO, equity or (ii) when debt interest in the Company first becomes subject outstanding as of the date hereof or issued after the date hereof. (d) In the event the Company proposes to offer or sell New Securities (the “Offering”), it shall give the Purchaser written notice of its intention, describing the price (or range of prices), anticipated amount of New Securities, timing, and other terms upon which the Company proposes to offer the same (including, in the case of a registered public offering and to the periodic reporting requirements of Section 12(g) or 15(d) extent possible, a copy of the Exchange Act prospectus included in the registration statement filed with respect to such Offering). Each Purchaser shall have ten (10) Business Days from the date of 1934receipt of such a notice (the “Response Period”) to notify the Company in writing that it intends to exercise its rights provided in this Section 1 and as to the amount of New Securities the Purchaser desires to purchase, whichever event occurs firstup to the maximum amount calculated pursuant to Section 1(b). The closing of the Offering shall not take place until the expiration of the Response Period. The failure of the Purchaser to respond within the Response Period shall be deemed to be a waiver of the Purchaser’s rights under this Section 1 only with respect to the Offering described in the applicable notice.

Pre-emptive Rights. (a) If at any time after the issuance and delivery of the Shares to the University pursuant to this Agreement, the Company shall proposes to issue or sell any New Securities new shares or other securities of the Company (other than shares of Common Stock securities issued (i) under any share option plan contemplated by the Company and approved by the Board; (ii) in connection with recapitalization events that were approved the Board; or options (iii) as a dividend to purchase shares of Common Stock issued or issuable pursuant to any equity incentive plans all shareholders of the CompanyCompany on a pro rata basis) ("New Securities"), the Company shall shall, at least fourteen (14) days prior to such issuance, offer to sell such additional the Purchaser the right to purchase a pro-rata share of the New Securities to the University at a purchase price equal to and on the same terms and conditions of such issuance of New Securities, based on the number of Company’s shares of common stock held by the Purchaser immediately prior to the issuance of New Securities, divided by the total number of shares of common stock of the Company offers on an issued and outstanding basis at that time prior to other investors in order to maintain the University’s proportional ownership of the Fully Diluted Capitalization calculated in accordance with this paragraph. Within [***] following the sale such issuance of New Securities by (the Company"Preemptive Right"). By way of example and for the avoidance of doubt, if the Company shall deliver a notice Purchaser owns 100 shares, and there are 1,000 shares outstanding immediately prior to the University (the “Offer Notice”) stating the terms time of such issuance of New Securities, then Purchaser may purchase 10% of the New Securities being issued. (b) In the event the Company proposes to issue New Securities, it shall first give the Purchaser written notice of its intention, describing the type of New Securities, their price and the opportunity for general terms upon which the University Company proposes to issue the same (the "Preemptive Notice"). The Purchaser shall have fourteen (14) days after any such Preemptive Notice is delivered to agree to purchase its respective pro rata share of such New Securities. By giving written notice within [***] after the date of the Offer Notice, the University may elect to purchase, at Securities for the price and on upon the terms specified in the Offer Notice, such Preemptive Notice and any additional number of shares of New Securities needed to maintain the University’s proportional ownership of the Fully-Diluted Capitalization after (if so available) by giving effect notice in writing to the issuance Company and stating therein the maximum quantity of (i) all New Securities (including New Securities to be purchased by the University under this paragraph) and (ii) if applicable, Additional Shares pursuant to paragraph 4 above. The exercise or non-exercise by the University of its rights pursuant to this paragraph shall be without prejudice to its rights under this paragraph with respect to any future sales of New Securities. The covenants set forth in this paragraph shall terminate and be of no further force or effect (i) immediately before the consummation of an IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act of 1934, whichever event occurs firstthereby.