Common use of Subsequent Offerings Clause in Contracts

Subsequent Offerings. Subject to applicable securities laws, each Major Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), 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 5.7 hereof. Each 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) of which such 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 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 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 Each Investor (with its affiliates) which holds Registrable Securities with an initial aggregate purchase price of at least five hundred thousand dollars ($500.000.00) (a "Significant Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), ") 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 5.7 4.6 hereof. Each Significant 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 Preferred Shares) of which such 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 Preferred Stock 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 (as defined in the Charier) 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, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), 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 5.7 8.7 hereof. Each The Investor’s 's pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all purchased pursuant to Sections 2.1 and 2.2 of the Prior Agreement, plus the number of Shares purchased pursuant to Section 1, plus the number of 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 Section 8, held by the Shares) of which such Investor is deemed or any 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 Preferred Stock 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 lawsIn connection with subsequent equity financings, each Major Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), Investors shall have a right of first refusal to purchase its their pro rata share share, which for purposes of this Agreement shall mean the number securities proposed to be issued by the Company multiplied by a fraction, the numerator of which shall be the total number of shares of Common Stock and any other security of the Company which by its terms is convertible into or exchangeable or exercisable for Common Stock (regardless of any vesting or other similar restriction) then held by all Investors, and the denominator of which shall be the total number of shares of Common Stock and any other security of the Company which by its terms is convertible into or exchangeable or exercisable for Common Stock (regardless of any vesting or other similar restriction) then outstanding, 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 5.7 4.5 hereof. Each Investor’s pro rata share is equal to the ratio of The term "Equity Securities" shall mean (a) the number of shares of the Company’s any Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares) of which such 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 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, (iib) 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), (iiic) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Stock or Preferred Stock or other security or (ivd) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor, except Xxxxx Bros. Advisors LP Investor (provided that Roche Finance Ltd shall be considered a Major Investor for purposes only of this Section 4 so long as it Roche Finance Ltd continues to have rights hold at least 1,000,000 shares of first refusal pursuant to capital stock of the Letter Agreement (as defined in Purchase Agreement), Company) 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 5.7 4.7 hereof. Each 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 SharesShares or upon the exercise of 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 Preferred Stock Shares or upon the exercise of any outstanding warrants or options) outstanding 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 equity security of the Company convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other equity security of the Company (including any option to purchase such a convertible security), (iii) any equity security of the Company 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 right.

Subsequent Offerings. Subject to applicable securities lawsSo long as an Investor (with its Affiliates) shall own not less than three hundred thousand (300,000) shares of Registrable Securities (as adjusted for stock splits and combinations and the like) (a "Significant Investor"), each Major Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), such Significant 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 5.7 4.7 hereof. Each 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) of which such 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 Preferred Stock 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, except Xxxxx Bros. Advisors LP so So long as it continues to have rights Holder (with its affiliates) shall own not less than an aggregate of first refusal pursuant to the Letter Agreement one hundred fifty thousand (150,000) shares of Registrable Securities (as defined in Purchase Agreementadjusted for stock splits and combinations) (a "MAJOR INVESTOR"), such 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 5.7 4.6 hereof. Each 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) of which such 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 Preferred Stock Shares or upon the exercise of any outstanding warrants or options) 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 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 Each Investor (together with its affiliates) holding not less than one hundred thousand (100,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "Major Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), ") 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 5.7 4.6 hereof. Each Major Investor’s 's pro rata share is equal to the ratio of (aA) 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) of 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Preferred Stock 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 security, or (iv) any such warrant or right.

Subsequent Offerings. Subject Each Major Investor who holds shares of Series Preferred (each such Major Investor shall be referred to applicable securities laws, each Major as a “Participating Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights ” for purposes of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), 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 5.7 4.6 hereof. Each Participating 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 SharesShares and Common Stock issued or issuable upon conversion of warrants held by such Participating Investor, as applicable) of which such Participating 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 Preferred Stock 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, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), Each Holder shall have a preemptive right of first refusal to purchase its pro rata share of all Equity New 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 5.7 hereof. Each 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) of which such Investor Holder is deemed to be a holder immediately prior to before the issuance of such Equity New 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 Preferred Stock or upon the exercise of any outstanding warrants or optionsShares) immediately prior to before the issuance of the Equity New Securities. The term “Equity New Securities” shall shall, subject to Section 4.6 hereof, 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, Series A 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, Series A Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawslaws and existing preemptive rights, if the Board of Directors of the Company determines that an increase in the Stockholders’ ownership percentage will not create an undue influence on the Company each Major Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), Stockholder 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 AgreementAgreement up to twenty-five percent (25%) (including the Shares) of the Company’s issued and outstanding Company Common Stock following the sale of the Equity Securities, other than the Equity Securities excluded by Section 5.7 6.5 hereof. Each InvestorStockholder’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) of which such Investor Stockholder 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 held by the Preferred Stock or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity SecuritiesStockholders. 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 lawsSo long as an Investor (with its affiliate) shall own not less than two hundred fifty thousand (250,000) share of Registrable Securities (as adjusted for stock splits and contributions) (a "Significant Investor"), each Major Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), Significant 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 5.7 4.7 hereof. Each Significant 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) of which such Significant 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 Preferred Stock 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, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), 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 5.7 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 Class 2 Common Stock issuable or issued upon conversion of the SharesShares or shares of Common Stock issuable or issued upon the exercise of 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 shares of Common Stock (including all shares of Class 2 Common Stock issuable or issued or issuable upon conversion of the Preferred Shares or shares of Common Stock issuable or issued 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 owning Series B Registrable Securities (a “Series B Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), ”) 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-to-time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.7 4.6 hereof. Each Series B 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 SharesShares or upon the exercise of outstanding warrants or options) of which such Series B 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 Preferred Stock 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 for, with or without consideration, any Common Stock, Preferred Stock or other equity 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 equity security, or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities lawsEach Investor and Each Founder (each of such Investors and Founders, each Major Investorfor purposes of this Section 4, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), an "Owner") 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 5.7 4.6 hereof. Each Investor’s Owner's pro rata share share, for purposes of this right of first refusal, is equal to the ratio of (aA) 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 SharesShares or exercise of outstanding warrants or options) of which such Investor Owner 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 's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Preferred Stock 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 lawsthe limitations set forth in Section 4.4 below, each Major Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), 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 or issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.7 4.5 hereof. Each 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 SharesPreferred Stock) of which such 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 Preferred Stock or upon the exercise or conversion of any outstanding warrants or optionsoptions or other Securities directly or indirectly exercisable or convertible into Common Stock) immediately prior to the issuance of the Equity SecuritiesSecurities (the "Ownership Percentage"). 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 that holds the Company’s Registrable Securities that qualifies an “accredited investor” under Regulation D of the Securities Act (a “Qualified Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), ”) 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 5.7 4.7 hereof. Each Qualified 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 SharesShares or upon the exercise of outstanding warrants or options) of which such Qualified 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 Preferred Stock 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, except Xxxxx Bros. Advisors LP so long as it continues to have rights of first refusal pursuant to the Letter Agreement (as defined in Purchase Agreement), 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 AgreementAgreement in a transaction, or series of transactions, that is primarily for capital raising purpose, other than the Equity Securities excluded by Section 5.7 4.6 hereof. Each 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 SharesShares or upon the exercise of outstanding warrants or options) of which such 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 Preferred Stock 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, Series 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, Series 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, Series Preferred Stock or other security or (iv) any such warrant or right.

Subsequent Offerings. Subject to applicable securities laws, each Major Investor, except Xxxxx Bros. Advisors LP so long as it continues to have rights Investor holding not less than one million (1,000,000) shares of first refusal pursuant to the Letter Agreement Registrable Securities (as defined in Purchase Agreementadjusted for stock splits and combinations) (a "ROFR 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 5.7 4.7 hereof. Each ROFR 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) of which such ROFR 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 Preferred Stock 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.