Common use of Future Offerings Clause in Contracts

Future Offerings. In any private offering of Licensee’s equity securities in exchange for cash (or in satisfaction of debt issued for cash), CSMC may purchase for cash that number of the securities issued in such offering as is necessary for CSMC to maintain its pro rata ownership interest in the Licensee on a Fully-Diluted Basis. This right is in addition to CSMC’s rights under Section 4.2(a). In any offering subject to this Section 4.2(b), (i) CSMC’s purchase right shall be on the same terms as the other investors in the financing in question, except that CSMC shall not have any board representation or board meeting attendance rights, (ii) Licensee will give CSMC notice of the terms of the offering, including the names of the investors and the amounts to be invested by each, and CSMC may elect to exercise its right of purchase, in whole or in part, by notice given to Licensee within thirty (30) days after receipt of Licensee’s notice, and (iii) if CSMC elects not to purchase, or fails to give an election notice within such period, CSMC’s purchase right will not apply to the offering if (and only if and to the extent) it is consummated within ninety (90) days on the same or less favorable (to the investor) terms as stated in Licensee’s notice to CSMC. CSMC’s rights under this Section 4.2(b) will not apply to the issuance of stock to employees and other service providers pursuant to a plan approved by Licensee’s board of directors, to shares issued in connection with an acquisition, joint venture or other strategic transaction, or to shares issued as additional consideration in lending or leasing transactions. The rights granted in this Section 4.2(b) will terminate (in addition to any earlier termination pursuant to their terms) immediately before Licensee’s initial public offering or a merger, sale or consolidation with a company that is subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended.