Common use of Subsequent Offerings Clause in Contracts

Subsequent Offerings. Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 hereof. Each Major Investor’s pro rata share 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 Shares or upon the exercise of any outstanding warrants or options) which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Equity Securities, as defined below, unless in each such case the Company shall have first complied with this Section 4 or the operation of this Section 4 shall have been waived in accordance with the terms herein. Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major Investor’s pro rata share 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 Shares or upon the exercise of any outstanding warrants or optionsthe Warrants) which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or optionsShares) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor Holder shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major InvestorHolder’s pro rata share 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 Shares or upon the exercise of any outstanding warrants or options) of which such Major Investor Holder is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The Subject to Section 4.6 hereof, the term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security (including any debt security) convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security (including any debt security) carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major The Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 9.6 hereof. Each Major The Investor’s 's pro rata share is equal to the ratio of (a) the number of shares Shares purchased pursuant to Article 2, plus the number of the Company’s Common Stock (including all shares of Common Stock (and the number of shares of Common Stock issued or issuable or issued upon the conversion of any Equity Securities) previously purchased pursuant to this Article 9, held by the Shares Investor or upon the exercise of any outstanding warrants or options) which such Major Investor is deemed transferee pursuant to be a holder immediately prior to the issuance of such Equity Securities Section 11.5, to (b) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon the conversion of the Shares any Equity Securities or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option option, warrant or other right to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock Shares (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of any outstanding warrants or options) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock Shares (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security, or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor Each Purchaser shall have a right of first refusal to purchase its pro rata PRO RATA share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 8.4 hereof. Each Major Investor’s pro rata Purchaser's PRO RATA share is equal to the ratio of (a) the number of shares of the Company’s Common Stock issuable upon conversion of the Shares (including all and excluding those shares of Common Stock issuable or already issued upon conversion of the Shares or upon the exercise of and any outstanding warrants or optionsother Common Stock acquired by a Purchaser other than under this Agreement) which such Major Investor Purchaser is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Stock or Preferred Stock or other security (including any option to purchase such a convertible security), (iiiii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Stock or Preferred Stock or other security or (iviii) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Each Major Investor and Xxxxxxxx Xxxxxxx (the “Founder”) shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major InvestorInvestor and Founder’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of any outstanding warrants or optionsShares) which such Major Investor or Founder is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other security of the Company (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other equity security of the Company or (iv) any such warrant or rightright of the Company.

Subsequent Offerings. Subject to applicable securities laws, each Major Each Investor and Mr. Heap shall have a right of first refusal to purchase its pro rata PRO RATA share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 hereof. Each Major Investor’s pro rata 's or Mr. Heap's PRO RATA share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of any outstanding warrants or optionsShares) which such Major Investor or Mr. Heap is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of any outstanding warrants or optionsShares) which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor shall will have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 5.6 hereof. Each Major Investor’s pro rata share 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 Shares or upon the exercise of any outstanding warrants or options) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of any outstanding Preferred Stock of the Shares Company or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall will mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor Purchaser shall have a the right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by this Section 4.7 14 hereof. Each Major Investor’s pro rata share 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 Shares or upon the exercise Shares) of any outstanding warrants or options) which such Major Investor Purchaser is deemed to be a holder Holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares Convertible Notes or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase up to its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and sell, issue or exchange after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major Investor’s pro rata share 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 Shares or upon the exercise of any outstanding warrants or optionsShares) which such Major Investor is deemed to be a holder hold immediately prior to the issuance of such Equity Securities to (b) 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right, but shall exclude those securities described in Section 4.6.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major Investor’s pro rata share 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 Shares or upon the exercise of any outstanding warrants or options) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock outstanding (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsExcept as set forth on Exhibit A, each Major Investor who is an "accredited investor" within the meaning of Rule 501(a) of the Securities Act shall have a right of first refusal participation to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of any outstanding warrants or optionsShares) which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Each Major Investor shall have a right of first refusal offer to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof; provided, that prior to the consummation of any such purchase transaction, the Company shall have obtained any required approvals of the Federal Communications Commission or other applicable governmental agencies. Each Major Investor’s 's pro rata share is equal to the ratio of (aA) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise Shares) of any outstanding warrants or options) which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (bB) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or optionsoptions or other securities convertible into Common Stock) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” "EQUITY SECURITIES" shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other security of the Company (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security of the Company or (iv) any such warrant or right. An Investor shall be entitled to apportion the right of first offer hereby granted it among itself, its partners, and its affiliates in such proportions as it deems appropriate.

Subsequent Offerings. Subject For so long as the Investor holds any of the Shares (or additional shares of Common Stock issued by the Company to applicable securities lawsthe Investor in connection with a stock split, each Major stock dividend or stock distribution or pursuant to this Section 9.1), the Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 hereof9.5. Each Major The Investor’s 's pro rata share is equal to the ratio of (a) the number of shares Shares of which the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of any outstanding warrants or options) which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities plus any shares of the Company's Common Stock of which the Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities that were issued to the Investor pursuant to this Section 9 or in connection with a stock split, stock dividend or stock distribution (collectively, the "Eligible Shares") to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares Series A Preferred or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other equity security (including any option to purchase such a convertible securitysecurity of the Company), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase up to its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and sell, issue or exchange after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major Investor’s pro rata share 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 Shares or upon the exercise of any outstanding warrants or optionsShares) which such Major Investor is deemed to be a holder hold immediately prior to the issuance of such Equity Securities to (b) 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 Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor shall will have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major Investor’s pro rata share 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 Shares or upon the exercise of any outstanding warrants or options) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall will mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock Stock, or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Each Investor shall have a preemptive right of first refusal to purchase its pro rata PRO RATA share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.5 hereof. Each Major The Investor’s pro rata 's PRO RATA share is equal to the ratio Equity Securities offered by the Company multiplied by a fraction: (i) the numerator of (a) which is the sum of the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon Shares) of which the exercise of any outstanding warrants or options) which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to Securities; (bii) the denominator of which is the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean mean: (iA) any Common Stock, Preferred Stock or other security of the CompanyCompany (excluding shares of Series B Stock issued in connection with the Series B Financing, shares of Series B-1 Stock issued in connection with the Series B-1 Financing and shares of Series C Stock issued in connection with the Series C Financing); (iiB) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), ; (iiiC) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security security; or (ivD) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsSo long as any of the Series G Preferred Stock is outstanding, each Major Investor Series G Holder shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major Investor’s A Series G Holder's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of any outstanding warrants or options) which such Major Investor Series G Holder is deemed to be a holder immediately prior to the issuance of such Equity Securities Securities) to (b) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares Preferred Stock or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 hereof4.6 hereof (a “Company Offering”). Each Major Investor’s pro rata share is equal to the ratio of (ax) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise other convertible security) of any outstanding warrants or options) which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (by) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable for or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.to

Subsequent Offerings. Subject to applicable securities lawsEach Major Investor, each Major Investor other than Centaur, LLC, or their transferees or assignees (which are expressly excluded from this Section 4), shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon the exercise of any outstanding warrants or optionsShares) which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor the Purchaser shall have a right of first refusal to purchase its pro rata share of all Equity Securities, Securities (as defined below, ) that the Company may, from time to time, propose to sell and issue after the date of this AgreementClosing Date, other than the Equity Securities excluded by Section 4.7 hereofL(5) below. Each Major InvestorThe Purchaser’s pro rata share 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 Shares or upon the exercise of any outstanding warrants or options) of which such Major Investor the Purchaser is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other equity security of the Company, Company or (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Stock or Preferred Stock or other equity security (including any option or warrant to purchase such a convertible security), (iii) any security carrying any warrant Common Stock or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or rightequity security).

Subsequent Offerings. Subject to applicable securities laws, each Each Major Investor Purchaser shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major Investor’s Purchaser's pro rata share is equal to the ratio of (a) the number of shares of the Company’s 's Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon Preferred Stock and other convertible securities and the exercise of any all outstanding warrants or optionsoptions and warrants) of which such Major Investor Purchaser is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon Preferred Stock and other convertible securities and the exercise of any all outstanding warrants or options) immediately prior to the issuance of the Equity Securitiesoptions and warrants). The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock stock or other similar security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock stock or other similar security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock stock or other similar security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Each Investor shall have a subscription right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 4.6 hereof. Each Major Investor’s pro rata share is equal to the ratio of (a) the sum of the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable or issued upon conversion of the Shares or upon Series B Stock, the exercise of any outstanding warrants or options) Series C Stock, the Series D Stock and/or the Series E Stock which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities plus the number of shares of Common Stock issuable upon the exercise of warrants or options held by such Investor to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock Shares or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock Shares or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock Shares or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor The Purchaser shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 8.5(f) hereof. Each Major Investor’s The Purchaser's pro rata share is equal to the ratio of (aA) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of any outstanding warrants or options) which such Major Investor Purchaser is deemed to be a holder Purchaser immediately prior to the issuance of such the Equity Securities (which shall include, without limitation, all Common Stock issued or issuable upon exercise of this Warrant in full and full conversion of the Shares) to (bB) the total number of shares of the Company’s 's outstanding Common Stock on a fully diluted basis (including all shares of Common Stock issued or issuable upon exercise of this Warrant in full and full conversion of the Shares or upon the exercise of any outstanding warrants or optionsShares) immediately prior to the issuance of the Equity Securities. The term “"Equity Securities” " shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable forconvertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.