Common use of Issuance of Equity Securities to Other Persons Clause in Contracts

Issuance of Equity Securities to Other Persons. If not all of the Investors elect to purchase their full pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Investors who do so elect (“Fully-Exercising Investors”) and shall offer such Fully-Exercising Investors the right to acquire such unsubscribed shares on a pro rata basis. Each such Fully-Exercising Investor shall have 10 days after receipt of such notice to notify the Company of its election to purchase all or a portion of its pro rata share of the unsubscribed shares. For purposes of the preceding sentence, each Fully-Exercising Investor’s pro rata share shall be as determined pursuant to Section 4.1, except that clause (b) thereof shall be equal to the total number of shares of the Company’s then outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the then outstanding Shares or upon the exercise of any outstanding warrants or options) of which the Fully-Exercising Investors are deemed to be the holders immediately prior to the issuance of the Equity Securities. The Company shall have 90 days thereafter to sell the Equity Securities in respect of which the Investors’ rights were not exercised, at the same price and upon other terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Investors pursuant to Section 4.2 hereof. If the Company does not sell such Equity Securities within such 90 day period, the Company shall not thereafter issue or sell such Equity Securities without first offering such Equity Securities to the Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase their full pro rata share (determined in accordance with Section 4.1 above) of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect (the “Fully-Exercising Investors”) of the number of Equity Securities remaining unsubscribed (the “Unsubscribed Shares”) and shall offer such Fully-Exercising Investors the right to acquire such unsubscribed shares on a pro rata basisUnsubscribed Shares. Each such The Fully-Exercising Investor Investors shall have 10 days after receipt of such notice to notify the Company of its election to purchase all or a portion of its the Unsubscribed Shares. In the event that the number of shares subscribed for by the Fully-Exercising Investors pursuant to the immediately preceding sentence exceeds the total number of Unsubscribed Shares, then the Unsubscribed Shares shall be allocated among such Fully-Exercising Investors so electing on a pro rata share of the unsubscribed sharesbasis. For purposes of the preceding sentencethis Section 4.3, each Each Fully-Exercising Investor’s pro rata share shall be as determined pursuant to Section 4.1, except that clause (b) thereof shall be equal to the total ratio of (a) the number of shares of the Company’s then outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the then outstanding Shares Shares) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable upon conversion of the exercise of any outstanding warrants or optionsShares) of which the Fully-Exercising Investors electing to purchase Unsubscribed Shares under this Section 4.3 are deemed to be the holders hold immediately prior to the issuance of the such Equity Securities. The If the Fully-Exercising Investors fail to exercise in full the rights of first refusal, the Company shall have 90 days thereafter to sell the Equity Securities in respect of which the Major Investors’ rights were not exercised, at the same a price and upon other general terms and conditions not materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company does has not sell sold such Equity Securities within such 90 day perioddays of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell such any Equity Securities Securities, without first offering such Equity Securities securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Investors elect to purchase their full pro rata share of all the Equity SecuritiesSecurities available to them pursuant to Section 5.2, then the Company shall promptly notify in writing the Investors who do so elect to purchase all the Equity Securities available to them pursuant to Section 5.2 (a “Fully-Exercising InvestorsInvestor”) and shall offer such Fully-Exercising Investors the right to acquire such number of unsubscribed shares on a pro rata basis. Each that is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares. The Fully-Exercising Investors shall have 10 five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion of its pro rata share thereof of the unsubscribed shares. For purposes of the preceding sentence, each Fully-Exercising Investor’s pro rata share shall be as determined pursuant to Section 4.1, except that clause (b) thereof shall be equal to the total number of shares of the Company’s then outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the then outstanding Shares or upon the exercise of any outstanding warrants or options) of which the Fully-Exercising Investors are deemed to be the holders immediately prior to the issuance of the Equity Securities. The Company shall have 90 ninety (90) days thereafter to sell the Equity Securities in respect of which the Investors’ Investor’s rights were not exercised, at the same a price and upon other general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Investors pursuant to Section 4.2 5.2 hereof. If the Company does has not sell sold such Equity Securities within such 90 day periodninety (90) days of the notice provided pursuant to Section 5.2, the Company shall not thereafter issue or sell such any Equity Securities Securities, without first offering such Equity Securities securities to the Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Investors Series C Holders elect to purchase their full pro rata share of the Equity SecuritiesDefined Issuance, then the Company shall promptly notify in writing the Investors Series C Holders who do so elect (“Fully-Exercising Investors”) and shall offer such Fully-Exercising Investors Series C Holders the right to acquire such the unsubscribed shares on a pro rata basisportion of the Defined Issuance. Each such Fully-Exercising Investor The Series C Holders shall have 10 five (5) days after receipt of such notice to notify the Company of its their election to purchase all or a portion of its pro rata share thereof of the unsubscribed shares. For purposes If such Series C Holders fail to exercise in full their right to purchase the Defined Issuance, then the Company shall promptly notify in writing the participating Investors and offer such Investors the right to acquire the unsubscribed portion of the preceding sentenceDefined Issuance. If the Series C Holders or Investors fail to exercise in full their rights under this Section 4, each Fully-Exercising Investor’s pro rata share shall be as determined pursuant to Section 4.1, except that clause (b) thereof shall be equal to the total number of shares of the Company’s then outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the then outstanding Shares or upon the exercise of any outstanding warrants or options) of which the Fully-Exercising Investors are deemed to be the holders immediately prior to the issuance of the Equity Securities. The Company shall have 90 ninety (90) days thereafter to sell the Equity Securities in respect of which the Series C Holders' or Investors’ ' rights were not exercised, at the same a price and upon other general terms and conditions (including, but not limited to, coupons, dividends, minimum return, conversion rights, preferences, warrants, seniority and covenants) materially no more favorable to the purchasers thereof than specified in the Company’s 's notice to the Investors and the Series C Holders pursuant to Section 4.2 hereof. If the Company does has not sell sold such Equity Securities within such 90 day periodninety (90) days of the initial notice provided by it pursuant to Section 4.2, the Company shall not thereafter issue or sell such any Equity Securities Securities, without first offering such Equity Securities securities to the Series C Holders and Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Investors Preemptive Rights Members elect to purchase their full entire respective pro rata share shares of the Equity Securities, then the Company shall will promptly notify in writing the Investors such Preemptive Rights Members who do so elect (“Fully-Exercising Investors”) and shall will offer such Fully-Exercising Investors Preemptive Rights Members the right to acquire such unsubscribed shares on a pro rata basisEquity Securities. Each such Fully-Exercising Investor shall Preemptive Rights Member will have 10 days five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of its pro rata share the unsubscribed Equity Securities. If such Preemptive Rights Members in the aggregate elect to purchase more unsubscribed Equity Securities than are available, the Company will allocate the total of such unsubscribed Equity Securities among such Preemptive Rights Members in proportion to their respective percentages determined in Section 10.05(a) (to the extent practicable) or as such Preemptive Rights Members otherwise agree. If such Preemptive Rights Members fail to elect to acquire all of the unsubscribed shares. For purposes of Equity Securities in question, then the preceding sentence, each Fully-Exercising Investor’s pro rata share shall be as determined Company will have one hundred eighty (180) days after the notice provided pursuant to Section 4.1, except that clause (b10.05(b) thereof shall be equal to the total number of shares of the Company’s then outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the then outstanding Shares or upon the exercise of any outstanding warrants or options) of which the Fully-Exercising Investors are deemed to be the holders immediately prior to the issuance of the Equity Securities. The Company shall have 90 days thereafter to sell the Equity Securities in respect of which the Investorssuch Preemptive Rights Members’ preemptive rights were not exercised, at the same a price and upon other general terms and conditions not materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Investors such Members provided pursuant to Section 4.2 hereof10.05(b), subject to extension to obtain any necessary regulatory approval or clearance. If the Company does has not sell sold such Equity Securities within one hundred eighty (180) days of the notice provided pursuant to Section 10.05(b), or within such 90 day periodextended period of time, the Company shall will not thereafter issue or sell such any Equity Securities without first offering such Equity Securities securities to the Investors Preemptive Rights Members in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase their full pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect (the “Fully-Exercising Investors”) and shall offer such Fully-Exercising Investors the right to acquire such unsubscribed shares on a pro rata basisshares. Each such The Fully-Exercising Investor Investors shall have 10 ten (10) days after receipt of such notice to notify the Company of its election to purchase all or a portion of its pro rata share thereof of the unsubscribed shares. For purposes ; provided, that if the Fully-Exercising Investors elect to purchase in the aggregate more than 100% of the preceding sentenceaggregate number of such Shares, the number of such Shares sold to each Fully-Exercising Investor shall be reduced proportionately in accordance with each electing Fully-Exercising Investor’s pro respective pro-rata share share, which for this purpose shall be as determined pursuant to Section 4.1mean the proportion that the number of shares of Common Stock issued and held, except that clause (b) thereof shall be equal or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Fully-Exercising Investor bears to the total number of shares of the Company’s then outstanding Common Stock (including all shares of Common Stock issued and held, or issuable upon conversion of the then outstanding Shares or upon the and exercise of any outstanding warrants all convertible or options) of which the exercisable securities then held by all Fully-Exercising Investors are deemed electing to be purchase such available Shares (in such cases, assuming full conversion and exercise of all convertible or exercisable securities). If the holders immediately prior Major Investors fail to exercise in full the issuance rights of first refusal, the Equity Securities. The Company shall have 90 ninety (90) days thereafter to sell the Equity Securities in respect of which the Major Investors’ rights were not exercised, at no less than the same price and upon other general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof4.2. If the Company does has not sell sold such Equity Securities within such 90 day periodninety (90) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell such any Equity Securities Securities, without first offering such Equity Securities securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Investors elect to purchase their full pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Investors who do so elect to purchase or acquire all the shares available to it (each, a “Fully-Fully Exercising InvestorsInvestor”) and shall offer such Fully-Fully Exercising Investors the right to acquire such unsubscribed shares on a pro rata basis(the “Overallotment Notice”). Each such Fully-Fully Exercising Investor shall have 10 five (5) days after receipt the delivery of such notice the Overallotment Notice to notify the Company of its election to purchase all or a portion of its pro rata share of the unsubscribed shares. For the purposes of the preceding sentencethis Section 4.3, each Fully-Fully Exercising Investor’s pro rata share shall is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Preferred Stock or upon exercise of any outstanding warrants or options) which such Investor is deemed to be as determined pursuant a holder immediately prior to Section 4.1, except that clause the issuance of such Equity Securities to (b) thereof shall be equal to the total number of shares of the Company’s then outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the then outstanding Shares Preferred Stock or upon the exercise of any outstanding warrants or options) held by all Fully Exercising Investors. If the Investors fail to exercise in full the rights of which first refusal, the Fully-Exercising Investors are deemed to be the holders immediately prior to the issuance of the Equity Securities. The Company shall have 90 ninety (90) days thereafter to sell the Equity Securities in respect of which the Investors’ rights were not exercised, at the same a price and upon other general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Investors pursuant to Section 4.2 hereof. If the Company does has not sell closed the sale of such Equity Securities within such 90 day periodninety (90) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell such any Equity Securities Securities, without first offering such Equity Securities securities to the Investors in the manner provided in Section 4.2 above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase their full pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect (the “Fully-Fully Exercising Investors”) and shall offer such Fully-Fully Exercising Investors the right to acquire acquire, in addition to the number of shares specified above, up to that portion of the Equity Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock then held, by such Fully Exercising Investor, bears to the Common Stock issued and held or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock then held by all Fully Exercising Investors who wish to purchase such unsubscribed shares on a pro rata basisshares. Each such Fully-The Fully Exercising Investor Investors shall have 10 five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion of its pro rata share thereof of the unsubscribed shares. For purposes of the preceding sentence, each Fully-Exercising Investor’s pro rata share shall be as determined pursuant to Section 4.1, except that clause (b) thereof shall be equal to the total number of shares of the Company’s then outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the then outstanding Shares or upon the exercise of any outstanding warrants or options) of which the Fully-Exercising Investors are deemed to be the holders immediately prior to the issuance of the Equity Securities. The Company shall have 90 ninety (90) days thereafter to sell the Equity Securities in respect of which the Investors’ Major Investor’s rights were not exercised, at the same a price not lower and upon other general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company does has not sell sold such Equity Securities within such 90 day periodninety (90) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell such any Equity Securities Securities, without first offering such Equity Securities securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Investors Purchasers elect to purchase their full pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Investors Purchasers who do so elect (“Fully-each, a "Fully Exercising Investors”Purchaser") and shall offer such Fully-Fully Exercising Investors Purchaser the right to acquire such unsubscribed shares on a pro rata basis. Each such Fully-Fully Exercising Investor Purchaser shall have 10 five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion of its pro rata share thereof of the unsubscribed shares. For purposes shares that is equal to the proportion that the number of the preceding sentenceshares of Common Stock issued and held, each Fully-or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Fully Exercising Investor’s pro rata share shall be as determined pursuant to Section 4.1, except that clause (b) thereof shall be equal Purchaser bears to the total number of shares of the Company’s then outstanding Common Stock (including all shares of Common Stock issued and held, or issuable upon conversion of the then outstanding Shares or upon the and exercise of any outstanding warrants all convertible or options) of which the Fully-exercisable securities then held, by all such Fully Exercising Investors are deemed to be the holders immediately prior to the issuance of the Equity SecuritiesPurchasers. The Company shall have 90 one hundred twenty (120) days thereafter to sell the Equity Securities in respect of which the Investors’ Purchaser’s rights were not exercised, at the same a price not lower and upon other general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Investors Purchasers pursuant to Section 4.2 6.2 hereof. If the Company does has not sell sold such Equity Securities within such 90 day periodone hundred twenty (120) days of the notice provided pursuant to Section 6.2, the Company shall not thereafter issue or sell such any Equity Securities Securities, without first offering such Equity Securities securities to the Investors Purchasers in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Series C Investors elect to purchase their full pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Series C Investors who do so elect (“Fully-Exercising Investors”) exercise such rights and shall offer such Fully-Exercising Series C Investors the right to acquire such unsubscribed shares on a pro rata basisshares. Each such Fully-Exercising Investor The Series C Investors shall have 10 five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of its pro rata share of the such unsubscribed shares. For purposes If the Series C Investors fail to exercise in full the rights of first refusal, the preceding sentence, each Fully-Exercising Investor’s pro rata share shall be as determined pursuant to Section 4.1, except that clause (b) thereof shall be equal to the total number of shares of the Company’s then outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the then outstanding Shares or upon the exercise of any outstanding warrants or options) of which the Fully-Exercising Investors are deemed to be the holders immediately prior to the issuance of the Equity Securities. The Company shall have 90 sixty (60) days thereafter to sell complete the sale of the Equity Securities in respect of which the Series C Investors’ ' rights were not exercised, at the same a price and upon other general terms and conditions not materially no more favorable to the purchasers thereof than specified in the Company’s 's notice to the Series C Investors pursuant to Section 4.2 10.2 hereof. If the Company does has not sell such sold all of these Equity Securities within such 90 day periodsixty (60) days, the Company shall not thereafter issue or sell any of such Equity Securities Securities, without first offering such Equity Securities securities to the Series C Investors in the manner provided above. In the event that only one of the Series C Investors executes this Agreement, the immediately preceding paragraph of this Section 10.3 shall not apply, and the following paragraph shall be substituted in its place: If the Series C Investor fails to exercise in full the rights of first refusal, the Company shall have sixty (60) days thereafter to complete the sale of the Equity Securities in respect of which the Series C Investor's rights were not exercised, at a price and upon general terms and conditions no more favorable to the purchasers thereof than specified in the Company's notice to the Series C Investor pursuant to Section 10.2 hereof. If the Company has not sold all of these Equity Securities within such sixty (60) days, the Company shall not thereafter issue or sell any of such Equity Securities, without first offering such securities to the Series C Investor in the manner provided above.