Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities laws, if at any time prior to the second anniversary of the Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investor the opportunity to purchase up to ten percent (10%) of such New Securities. The Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate among itself and its Affiliates.
Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 4 and applicable securities laws, if the Company proposes to sell any New Securities, the Company shall offer to sell a portion of New Securities to each Major Investor as described in this Section 4. A Major Investor shall be entitled to apportion the right of first refusal hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. The right of first refusal in this Section 4 shall not be applicable with respect to any Major Investor, if at the time of such subsequent securities issuance, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act.
Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 5.16 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Purchaser. The Purchaser shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.
Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Laws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New Securities. The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentence.
Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities laws, if at any time during the period ending 24 months after the Closing Date of the initial Closing, the Company proposes to offer or sell any New Securities, the Company shall offer to the Investors the opportunity to purchase up to twenty percent (20%) of such New Securities (such amount, the “Offered Securities”). Such offer may only be accepted with the prior written approval of an Investor. If accepted by an Investor, it shall be afforded the opportunity to purchase its Pro Rata Portion (as defined below). The Investors shall be entitled to apportion the right of first offer hereby granted to them in such proportions as they deem appropriate among themselves and their Affiliates.
Rights to Future Stock Issuances. (a) Subject to the terms and conditions of this Subsection 4.4 and applicable securities laws, if the Company proposes to offer or sell any securities (the “New Securities”), then the holders of Series A Preferred Stock, the Series B Holders and the Series C Holders (collectively, the “Preemptive Rights Holders”) will have a right to purchase an amount equal to their pro rata portion (as set forth below) of the New Securities.
Rights to Future Stock Issuances. 19 5.1 Right of First Offer 19 5.2 Termination 20 6. Additional Covenants. 21 6.1 Insurance 21 6.2 Employee Agreements 21 6.3 Board Matters 21 6.4 Expenses of Counsel 21 6.5 Indemnification Matters 22 6.6 Successor Indemnification 22 6.7 Right to Conduct Activities 22 6.8 FCPA 23 6.9 Stock Plan Amendments 23 6.10 Termination of Covenants 24 7. Vote to Increase Authorized Common Stock 24 8. Drag-Along Right 24 8.1 Actions to be Taken 24 8.2 Conditions 25 9. Restrictions on Sales of Control of the Company 27 10. Remedies 27 10.1 Covenants of the Company 27 10.2 Irrevocable Proxy and Power of Attorney 27 11. Term of VA Provisions 28 12. Miscellaneous. 28 12.1 Successors and Assigns 28 12.2 Governing Law 28 12.3 Counterparts 28 12.4 Titles and Subtitles 28 12.5 Notices 29 12.6 Amendments and Waivers 29 12.7 Severability 30 12.8 Aggregation of Stock 30 12.9 Additional Holders 30 12.10 Entire Agreement 31 12.11 Dispute Resolution 31 12.12 Delays or Omissions 31 Schedule A - Schedule of Investors Schedule B - Schedule of Noteholders Exhibit A - Form of Noncompetition and Nonsolicitation Agreement AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 1st day of March, 2023, by and among Vedanta Biosciences, Inc., a Delaware corporation (the “Company”) each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the noteholders listed on Schedule B hereto, each of which is referred to in this Agreement as a “Noteholder” and each other person who becomes party to this Agreement as a Key Holder pursuant to Section 12.9(c).
Rights to Future Stock Issuances. (a) Each Purchaser has the right of first refusal to purchase such Purchaser’s Pro Rata Share (as defined below) of all (or any part) of any New Securities (as defined in Section 3.06(b) below) that the Company may from time to time issue after the date of this Agreement, provided, however, such Purchaser shall have no right to purchase any such New Securities if such Purchaser cannot demonstrate to the Company’s reasonable satisfaction that such Purchaser is at the time of the proposed issuance of such New Securities an “accredited investor” as such term is defined in Regulation D under the Securities Act. A Purchaser’s “Pro Rata Share” for purposes of this right of first refusal is the ratio of (a) the number of shares of the Company’s Common Stock issued or issuable upon conversion of the shares of Series Seed Preferred Stock owned by such Purchaser, to (b) the Fully-Diluted Share Number. For the purposes of the Agreement, the “
Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 4.8 and applicable securities laws, if the Company proposes to offer or sell any equity securities of the Company, whether or not currently authorized, as well as rights, options or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities (collectively, “New Securities), other than any offering of New Securities in a firm commitment underwriting, then the Company shall first offer such New Securities to Kinderhook. Kinderhook shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.
Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 11 and applicable securities laws, if the Company proposes to offer or sell any (i) equity securities of the Company, whether or not currently authorized, (ii) rights, convertible securities, options, or warrants to purchase or otherwise acquire such equity securities of the Company, or (iii) securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for equity securities of the Company, including, without limitation, convertible debt (collectively, “New Securities”), the Company shall first offer such New Securities to each Stockholder, as follows:
