Common use of Pre-Emptive Right Clause in Contracts

Pre-Emptive Right. 9.1 The Company hereby grants to each holder of at least 100,000 shares of Preferred Stock and/or Conversion Stock (appropriately adjusted for recapitalizations, stock splits and the like) (each such holder referred to herein as a "Qualified Investor"), the right of first refusal to purchase its Pro Rata Share of New Securities (as defined in this Section 9) which the Company may, from time to time, propose to sell and issue. A "Pro Rata Share," for purposes of this right of first refusal, is the ratio that (i) the sum of the number of shares of Common Stock then held by each Qualified Investor and the number of shares of Common Stock issuable upon conversion of the Preferred Stock then held by such Qualified Investor bears to (ii) the sum of the total number of shares of Common Stock then outstanding and the number of shares of Common Stock issuable upon conversion of all then outstanding shares convertible into Common Stock. 9.2 Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and any series of preferred stock, whether now authorized or not, and rights, options or warrants to purchase said shares of Common Stock or preferred stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for said shares of Common Stock or preferred stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Conversion Stock, (ii) Common Stock offered to the public generally pursuant to a registration statement under the Securities Act in connection with the Company's Initial Public Offering, (iii) up to 3,990,000 shares (net of any repurchases or cancellations and excluding the shares underlying the convertible securities referenced in clause (iv) hereof) of the Company's Common Stock or any other securities excluded from the definition of Additional Shares of Common Stock set forth in the Article III(A)(3) of the Company's Amended and Restated Certificate of Incorporation to be filed concurrent with the closing of the Purchase Agreement (or such greater amount as may be approved by a majority of the holders of the Preferred Stock) issued on or after inception of the Company to employees, officers and directors of, and consultants to, the Company, pursuant to arrangements approved by the Board of Directors of the Company, (iv) stock issued pursuant to any rights, agreements or convertible securities, including without limitation options and warrants, provided that (a) any such convertible securities as were issued prior to the date hereof and disclosed to the Investors in the Purchase Agreement or (b) the rights of first refusal established by this Section 9 applied with respect to the initial sale or grant by the Company of such rights, agreements or convertible securities or (v) stock issued in connection with any stock split, stock dividend or recapitalization by the Company. 9.3 In the event the Company proposes to undertake an issuance of New Securities, it shall give each Qualified Investor written notice of its intention, describing the amount and type of New Securities, and the price and terms upon which the Company proposes to issue the same. Each Qualified Investor shall have thirty (30) calendar days from the date of receipt of any such notice to agree to purchase up to its respective Pro Rata Share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If any Qualified Investor fails to agree to purchase its full Pro Rata Share within such thirty (30) calendar day 14 15 period, the Company will give the Qualified Investor who did so agree (the "Electing Qualified Investor") notice of the number of New Securities which were not subscribed for. Such notice may be by telephone if followed by written confirmation within two days. The Electing Qualified Investor shall have ten (10) business days from the date of such second notice to agree to purchase their Pro Rata Share of all or any part of the New Securities not purchased by such other Qualified Investor. For the purpose of this second election under this Section 9(c), shares held by Qualified Investor other than Electing Qualified Investor shall be excluded from clause (ii) for the definition of "Pro Rata Share" contained in Section 9(a). 9.4 In the event all of the New Securities are not elected to be purchased by Qualified Investor within ten (10) business days after the second notice pursuant to Section 9(c) above, the Company shall have ninety (90) days thereafter to sell the New Securities not elected to be purchased by Qualified Investor at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company's notice. In the event the Company has not sold the New Securities within said ninety (90) day period, the Company shall not thereafter issue or sell any New Securities without first offering such securities in the manner provided above. 9.5 The right of first refusal hereunder is not assignable except by each of such Qualified Investor to any party who acquires at least 100,000 shares of the Preferred Stock and/or Conversion Stock (appropriately adjusted for recapitalizations, stock splits and the like).

Pre-Emptive Right. 9.1 The Subject to the terms and conditions specified in this Section 3.1, the Company hereby grants to each holder Investor, a pre-emptive right with respect to future sales by the Company of at least 100,000 shares of Preferred Stock and/or Conversion Stock (appropriately adjusted for recapitalizations, stock splits and the like) (each such holder referred to herein as a "Qualified Investor"), the right of first refusal to purchase its Pro Rata Share of New Securities (as defined in hereinafter defined). (a) If at any time during the term of this Section 9) which Agreement the Company mayproposes to offer, from time issue, sell or otherwise dispose of shares of the Common Stock or any other class or series of common stock or preferred stock of the Company, or options, rights, warrants, conversion rights or appreciation rights relating thereto, or any other type of equity security that the Corporation may lawfully issue (collectively, the "New Securities") to timeany person or entity other than the Investors or any affiliates thereof: (b) The Company shall, propose prior to sell any such issuance or sale, give notice in accordance with Section 4.5 (a "Preemptive Notice") to the Investors setting forth the purchase price of such New Securities, the type and issue. A aggregate number of New Securities to be so offered, issued, sold or otherwise disposed of, the terms, price and conditions of such offer, issuance, sale or other disposition and the rights, powers and duties inhering in such additional New Securities. (c) The Investors shall have the right (the "Pro Rata Share," for purposes Preemptive Right") to acquire the percentage of this right such New Securities proposed to be so offered, issued, sold or otherwise disposed of first refusal, is the ratio that (i) the sum of equal to the number of shares of Common Stock then held by each Qualified Investor and the Investors divided by the aggregate number of shares of Common Stock issuable upon conversion of the Preferred Stock then held by such Qualified Investor bears to (ii) the sum of the total number of shares of Common Stock then outstanding and the number of shares of Common Stock issuable upon conversion of all then outstanding shares convertible into Common Stock. 9.2 Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and any series of preferred stock, whether now authorized or not, and rights, options or warrants to purchase said shares of Common Stock or preferred stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for said shares of Common Stock or preferred stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Conversion Stock, (ii) Common Stock offered to the public generally pursuant to a registration statement under the Securities Act in connection with the Company's Initial Public Offering, (iii) up to 3,990,000 shares (net of any repurchases or cancellations and excluding the shares underlying the convertible securities referenced in clause (iv) hereof) of the Company's Common Stock and stock options outstanding (assuming all such stock options were exercised) immediately prior to such offer, issuance, sale or other disposition of New Securities; provided, however, that the terms and conditions of this Section 3.1 shall not apply to any offer, issuance, sale or other securities excluded from the definition disposition of Additional Shares of Common Stock set forth in the Article III(A)(3(i) New Securities issuable upon exercise of the Company's Amended and Restated Certificate of Incorporation to be filed concurrent with the closing of the Purchase Agreement (or such greater amount as may be approved by a majority of the holders of the Preferred Stock) issued on or after inception of the Company to employees, officers and directors of, and consultants to, the Company, pursuant to arrangements approved by the Board of Directors of the CompanyWarrants, (ivii) stock issued pursuant to any rights, agreements or convertible securities, including without limitation options and warrants, provided that (a) any such convertible securities as were issued prior to the date hereof and disclosed to the Investors in the Purchase Agreement or (b) the rights of first refusal established by this Section 9 applied with respect to the initial sale or grant by the Company of such rights, agreements or convertible securities or (v) stock New Securities issued in connection with any stock split, stock dividend dividend, or recapitalization of the Company, (iii) New Securities issuable upon exercise of any warrant, option or convertible securities if the issuance thereof was subject to the pre-emptive right granted in this Section 3.1, (iv) New Securities or rights to acquire New Securities to any person or entity pursuant to a stock option plan established by the Company for the benefit of its employees, officers, directors, agents or consultants, or otherwise granted to an employee of, or consultant to, the Company in connection with such person or entity's employment or retention by the Company; (v) New Securities or rights to acquire New Securities to a person or entity in connection with the acquisition by the Company of all or a substantial portion of the stock, assets or business of such person or entity; (vi) New Securities or rights to acquire New Securities to a financial institution in connection with the making of, or the agreement to make, loans to, or other financial arrangements with, the Company by such financial institution; (vii) New Securities or rights to acquire New Securities to a person or entity in connection with license arrangements of the Company; (viii) New Securities or rights to acquire New Securities to strategic corporate investors as determined by not less than 80% of the Board of Directors; and (ix) New Securities or rights to acquire New Securities pursuant to any underwritten public offering of New Securities of the Company pursuant to an effective registration statement under the Securities Act. 9.3 In (d) The Investors may exercise such Preemptive Right, in whole or in part, on the event the Company proposes to undertake an issuance of New Securities, it shall give each Qualified Investor written notice of its intention, describing the amount terms and type of New Securities, conditions and the price and terms upon which the Company proposes to issue the same. Each Qualified Investor shall have thirty (30) calendar days from the date of receipt of any such notice to agree to purchase up to its respective Pro Rata Share of such New Securities for the purchase price and upon the terms specified set forth in the notice Preemptive Notice, by giving written notice to the Company and stating therein notice to such effect, within 10 days after the quantity giving of the Preemptive Notice. The closing of the sale of New Securities by the Company to those exercising their Preemptive Right shall take place simultaneously with the closing of the sale of New Securities to be purchasedthird parties. If any Qualified Investor fails to agree to purchase its full Pro Rata Share within such thirty (30) calendar day 14 15 period, After the Company will give the Qualified Investor who did so agree (the "Electing Qualified Investor") notice of the number of New Securities which were not subscribed for. Such notice may be by telephone if followed by written confirmation within two days. The Electing Qualified Investor shall have ten (10) business days from the date expiration of such second notice to agree to purchase their Pro Rata Share of all or any part of the New Securities not purchased by such other Qualified Investor. For the purpose of this second election under this Section 9(c), shares held by Qualified Investor other than Electing Qualified Investor shall be excluded from clause (ii) for the definition of "Pro Rata Share" contained in Section 9(a). 9.4 In the event all of the New Securities are not elected to be purchased by Qualified Investor within ten (10) business days after the second notice pursuant to Section 9(c) above, the Company shall have ninety (90) days thereafter to sell the New Securities not elected to be purchased by Qualified Investor at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company's notice. In the event the Company has not sold the New Securities within said ninety (90) -day period, the Company shall not thereafter issue have the power to offer, issue, sell and otherwise dispose of any or sell any all of the New Securities without first offering such securities referred to in the manner provided above. 9.5 The right applicable Preemptive Notice as to which no Preemptive Right has been exercised but only upon the terms and conditions, and for a purchase price not lower than the purchase price, set forth in the Preemptive Notice. If the Company does not offer, issue, sell or otherwise dispose of first refusal hereunder is not assignable except by each the New Securities referred to in the applicable Preemptive Notice on the terms and conditions set forth in such Preemptive Notice within 90 days after the expiration of such Qualified Investor 10-day period, then any subsequent proposal by the Company to any party who acquires at least 100,000 shares offer, issue, sell or otherwise dispose of the Preferred Stock and/or Conversion Stock (appropriately adjusted for recapitalizations, stock splits and the like)Equity Securities shall be subject to this Section 3.1.

Pre-Emptive Right. 9.1 The Subject to the terms and conditions specified in this Section 2.1, the Company hereby grants to each holder ▇▇▇▇▇▇, a pre-emptive right with respect to future sales by the Company of at least 100,000 shares of Preferred Stock and/or Conversion Stock (appropriately adjusted for recapitalizations, stock splits and the like) (each such holder referred to herein as a "Qualified Investor"), the right of first refusal to purchase its Pro Rata Share of New Securities (as defined in hereinafter defined). (a) If at any time during the term of this Section 9) which Agreement the Company mayproposes to offer, from time issue, sell or otherwise dispose of shares of the Common Stock or any other class or series of common stock or preferred stock of the Company, or options, rights, warrants, conversion rights or appreciation rights relating thereto, or any other type of equity security that the Corporation may lawfully issue (collectively, the "New Securities") to timeany person or entity other than ▇▇▇▇▇▇ or any affiliates thereof: (b) The Company shall, propose prior to sell any such issuance or sale, give notice in accordance with Section 3.5 (a "Preemptive Notice") to the Investors setting forth the purchase price of such New Securities, the type and issue. A aggregate number of New Securities to be so offered, issued, sold or otherwise disposed of, the terms, price and conditions of such offer, issuance, sale or other disposition and the rights, powers and duties inhering in such additional New Securities. (c) ▇▇▇▇▇▇ shall have the right (the "Pro Rata Share," for purposes Preemptive Right") to acquire the percentage of this right such New Securities proposed to be so offered, issued, sold or otherwise disposed of first refusal, is the ratio that (i) the sum of equal to the number of shares of Common Stock then held by each Qualified Investor and ▇▇▇▇▇▇ divided by the aggregate number of shares of Common Stock issuable upon conversion of the Preferred Stock then held by such Qualified Investor bears to (ii) the sum of the total number of shares of Common Stock then outstanding and the number of shares of Common Stock issuable upon conversion of all then outstanding shares convertible into Common Stock. 9.2 Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and any series of preferred stock, whether now authorized or not, and rights, options or warrants to purchase said shares of Common Stock or preferred stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for said shares of Common Stock or preferred stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Conversion Stock, (ii) Common Stock offered to the public generally pursuant to a registration statement under the Securities Act in connection with the Company's Initial Public Offering, (iii) up to 3,990,000 shares (net of any repurchases or cancellations and excluding the shares underlying the convertible securities referenced in clause (iv) hereof) of the Company's Common Stock and stock options outstanding (assuming all such stock options were exercised) immediately prior to such offer, issuance, sale or any other securities excluded from disposition of New Securities; provided, however, that the definition terms and conditions of Additional Shares of Common Stock set forth in the Article III(A)(3) of the Company's Amended and Restated Certificate of Incorporation to be filed concurrent with the closing of the Purchase Agreement (or such greater amount as may be approved by a majority of the holders of the Preferred Stock) issued on or after inception of the Company to employees, officers and directors of, and consultants to, the Company, pursuant to arrangements approved by the Board of Directors of the Company, (iv) stock issued pursuant this Section 2.1 shall not apply to any rightsoffer, agreements or convertible securitiesissuance, including without limitation options and warrants, provided that (a) any such convertible securities as were issued prior to the date hereof and disclosed to the Investors in the Purchase Agreement or (b) the rights of first refusal established by this Section 9 applied with respect to the initial sale or grant by the Company other disposition of such rights, agreements or convertible securities or (vi) stock New Securities issued in connection with any stock split, stock dividend dividend, or recapitalization of the Company, (ii) New Securities issuable upon exercise of any warrant, option or convertible securities if the issuance thereof was subject to the pre-emptive right granted in this Section 2.1, (iii) New Securities or rights to acquire New Securities to any person or entity pursuant to a stock option plan established by the Company for the benefit of its employees, officers, directors, agents or consultants, or otherwise granted to an employee of, or consultant to, the Company in connection with such person or entity's employment or retention by the Company; (iv) New Securities or rights to acquire New Securities to a person or entity in connection with the acquisition by the Company of all or a substantial portion of the stock, assets or business of such person or entity; (v) New Securities or rights to acquire New Securities to a financial institution in connection with the making of, or the agreement to make, loans to, or other financial arrangements with, the Company by such financial institution; (vi) New Securities or rights to acquire New Securities to a person or entity in connection with license arrangements of the Company; (vii) New Securities or rights to acquire New Securities to strategic corporate investors as determined by not less than 80% of the Board of Directors; and (viii) New Securities or rights to acquire New Securities pursuant to any underwritten public offering of New Securities of the Company pursuant to an effective registration statement under the Securities Act. 9.3 In (d) ▇▇▇▇▇▇ may exercise such Preemptive Right, in whole or in part, on the event the Company proposes to undertake an issuance of New Securities, it shall give each Qualified Investor written notice of its intention, describing the amount terms and type of New Securities, conditions and the price and terms upon which the Company proposes to issue the same. Each Qualified Investor shall have thirty (30) calendar days from the date of receipt of any such notice to agree to purchase up to its respective Pro Rata Share of such New Securities for the purchase price and upon the terms specified set forth in the notice Preemptive Notice, by giving written notice to the Company and stating therein notice to such effect, within 10 days after the quantity giving of the Preemptive Notice. The closing of the sale of New Securities by the Company to those exercising their Preemptive Right shall take place simultaneously with the closing of the sale of New Securities to be purchasedthird parties. If any Qualified Investor fails to agree to purchase its full Pro Rata Share within such thirty (30) calendar day 14 15 period, After the Company will give the Qualified Investor who did so agree (the "Electing Qualified Investor") notice of the number of New Securities which were not subscribed for. Such notice may be by telephone if followed by written confirmation within two days. The Electing Qualified Investor shall have ten (10) business days from the date expiration of such second notice to agree to purchase their Pro Rata Share of all or any part of the New Securities not purchased by such other Qualified Investor. For the purpose of this second election under this Section 9(c), shares held by Qualified Investor other than Electing Qualified Investor shall be excluded from clause (ii) for the definition of "Pro Rata Share" contained in Section 9(a). 9.4 In the event all of the New Securities are not elected to be purchased by Qualified Investor within ten (10) business days after the second notice pursuant to Section 9(c) above, the Company shall have ninety (90) days thereafter to sell the New Securities not elected to be purchased by Qualified Investor at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company's notice. In the event the Company has not sold the New Securities within said ninety (90) -day period, the Company shall not thereafter issue have the power to offer, issue, sell and otherwise dispose of any or sell any all of the New Securities without first offering such securities referred to in the manner provided above. 9.5 The right applicable Preemptive Notice as to which no Preemptive Right has been exercised but only upon the terms and conditions, and for a purchase price not lower than the purchase price, set forth in the Preemptive Notice. If the Company does not offer, issue, sell or otherwise dispose of first refusal hereunder is not assignable except by each the New Securities referred to in the applicable Preemptive Notice on the terms and conditions set forth in such Preemptive Notice within 90 days after the expiration of such Qualified Investor 10-day period, then any subsequent proposal by the Company to any party who acquires at least 100,000 shares offer, issue, sell or otherwise dispose of the Preferred Stock and/or Conversion Stock (appropriately adjusted for recapitalizations, stock splits and the like)Equity Securities shall be subject to this Section 2.1.

Pre-Emptive Right. 9.1 The (a) Subject to the terms and conditions of this Section 5.01, the Company hereby grants to each holder of at least 100,000 shares of Preferred Stock and/or Conversion Stock (appropriately adjusted for recapitalizations, stock splits and the like) (each such holder referred to herein as Investor a "Qualified Investor"), the right of first refusal offer (the “Right of First Offer”) to purchase its Pro Rata Share pro rata share of New issues and sales by the Company of its Equity Securities (as defined in this Section 9) which the Company mayhereinafter defined). The Investor’s pro rata share, from time to time, propose to sell and issue. A "Pro Rata Share," for purposes of this right Right of first refusalFirst Offer, is the ratio that (i) the sum of the number of shares of Common Stock then held owned by each Qualified the Investor and immediately prior to the number issuance of shares of Common Stock issuable upon the Equity Securities, assuming full conversion of the Preferred Stock then and exercise of all outstanding rights, options and warrants to acquire Common Stock held by such Qualified Investor bears said Investor, to (ii) the sum of the total number of shares of Common Stock then outstanding and immediately prior to the number issuance of shares of Common Stock issuable upon the Equity Securities, assuming full conversion of all then outstanding shares convertible into Preferred Stock, and the exercise of all outstanding rights, options and warrants to acquire Common Stock. 9.2 Except as set forth below, "New Securities" shall mean (b) Each time the Company proposes to offer any shares of capital stock of the Company, including Common Stock and any series of preferred stockshares, whether now authorized or not, and or any rights, options or warrants to purchase said any such shares of Common Stock or of its preferred stock or any securities of any type that are or may become convertible into or exchangeable or exercisable for any shares of, any class of Common Stock or its preferred stock (“Equity Securities”), the Company shall first make an offer of such Equity Securities to the Investor in accordance with the following provisions: (i) The Company shall deliver a notice (an “Issue Notice”) to the Investor stating (A) its bona fide intention to offer such Equity Securities, (B) a description of such Equity Securities, (C) the number of such Equity Securities to be offered, and (D) the price and terms upon which it proposes to offer such Equity Securities. (ii) By written notice to the Company within ten (10) Business Days after receipt by the Investor of an Issue Notice, the Investor may elect to purchase or obtain, at the price and on the terms specified in the Issue Notice, its pro rata share of the Equity Securities at the price and upon the terms specified in the Issue Notice and stating therein the quantity of Equity Securities to be purchased. (iii) if all of the Equity Securities that the Investor is entitled to obtain pursuant to Section 5.01(b)(ii) are not elected to be obtained as provided in Section 5.01(b)(ii), the Company may, during the one-hundred and twenty (120) day period following the expiration of the five (5) Business Day period provided in Section 5.01(b)(ii), offer the remaining unsubscribed portion of such Equity Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Issue Notice. If the Company does not enter into an agreement for the sale of the Equity Securities within such period, or if such agreement is not consummated within one-hundred and twenty (120) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Equity Securities shall not be offered unless first re-offered to the Investor in accordance herewith. (iv) The Right of First Offer in this Section 5.01 shall not be applicable to (A) the issuance or sale of shares of Common Stock (or options therefore) to employees or officers for the primary purpose of soliciting or retaining their services, including, without limitation, pursuant to the Company’s incentive stock plan or any other plan or arrangement approved by the Board; (B) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities, including, without limitation, upon conversion of the Preferred Stock; (C) the issuance of securities pursuant to a Public Offering; or (D) securities of the Company issued, in a single transaction or in a series of related transactions, in connection with bank financing transactions, commercial credit transactions, equipment lease financing transactions or similar transactions approved by the Company’s Board the principal purpose of which is not to raise equity funding and which do not exceed 5% of the Company’s Equity Securities on a fully diluted basis; (E) securities issued, in a single transaction or in a series of related transactions, in connection with transactions with operating companies approved by the Company’s Board involving research or development funding, technology licensing or joint marketing or manufacturing activities and which do not exceed 5% of the Company’s Equity Securities on a fully-diluted basis; and (F) shares of Common Stock or preferred stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for said shares of Common Stock or preferred stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Conversion Stock, (ii) Common Stock offered to the public generally pursuant to a registration statement under the Securities Act in connection with the Company's Initial Public Offering, (iii) up to 3,990,000 shares (net of any repurchases or cancellations and excluding the shares underlying the convertible securities referenced in clause (iv) hereof) of the Company's Common Stock or any other securities excluded from the definition of Additional Shares of Common Stock set forth in the Article III(A)(3) of the Company's Amended and Restated Certificate of Incorporation to be filed concurrent with the closing of the Purchase Agreement (or such greater amount as may be approved by a majority of the holders of the Preferred Stock) issued on or after inception of the Company to employees, officers and directors of, and consultants to, the Company, pursuant to arrangements approved by the Board of Directors of the Company, (iv) stock issued pursuant to any rights, agreements or convertible securities, including without limitation options and warrants, provided that (a) any such convertible securities as were issued prior to the date hereof and disclosed to the Investors in the Purchase Agreement or (b) the rights of first refusal established by this Section 9 applied with respect to the initial sale or grant by the Company of such rights, agreements or convertible securities or (v) stock issued in connection with any stock split, stock dividend dividend, or recapitalization where the proportionate equity of the Investor remains unchanged by the Company. 9.3 In the event the Company proposes to undertake an issuance of New Securities, it shall give each Qualified Investor written notice of its intention, describing the amount and type of New Securities, and the price and terms upon which the Company proposes to issue the same. Each Qualified Investor shall have thirty (30) calendar days from the date of receipt of any such notice to agree to purchase up to its respective Pro Rata Share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If any Qualified Investor fails to agree to purchase its full Pro Rata Share within such thirty (30) calendar day 14 15 period, the Company will give the Qualified Investor who did so agree (the "Electing Qualified Investor") notice of the number of New Securities which were not subscribed for. Such notice may be by telephone if followed by written confirmation within two days. The Electing Qualified Investor shall have ten (10) business days from the date of such second notice to agree to purchase their Pro Rata Share of all or any part of the New Securities not purchased by such other Qualified Investor. For the purpose of this second election under this Section 9(c), shares held by Qualified Investor other than Electing Qualified Investor shall be excluded from clause (ii) for the definition of "Pro Rata Share" contained in Section 9(a). 9.4 In the event all of the New Securities are not elected to be purchased by Qualified Investor within ten (10) business days after the second notice pursuant to Section 9(c) above, the Company shall have ninety (90) days thereafter to sell the New Securities not elected to be purchased by Qualified Investor at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company's notice. In the event the Company has not sold the New Securities within said ninety (90) day period, the Company shall not thereafter issue or sell any New Securities without first offering such securities in the manner provided above. 9.5 The right of first refusal hereunder is not assignable except by each of such Qualified Investor to any party who acquires at least 100,000 shares of the Preferred Stock and/or Conversion Stock (appropriately adjusted for recapitalizations, stock splits and the like).

Pre-Emptive Right. 9.1 The Company hereby grants to each holder of at least 100,000 shares of Preferred Stock and/or Conversion Stock (appropriately adjusted for recapitalizations, stock splits and the like) (each such holder referred to herein as a "Qualified Investor"), Investor Stockholder the right of first refusal (but not the obligation) to purchase its Pro Rata Share a pro rata share of any New Securities (as defined in this Section 9hereinafter defined) which that the Company may, at any time from time to timeand after the Effective Date, propose to sell and issuesell, issue or grant. A "Pro Rata Share," pro rata share, for purposes of this right of first refusalright, is the ratio that portion of the New Securities obtained by multiplying the total number of New Securities proposed to be sold, issued or granted by a fraction, (x) the numerator of which is the sum of (i) the sum of the total number of shares of Common Stock then held by each Qualified Preferred Investor and Stockholder, plus (ii) the total number of shares of Common Stock issuable upon conversion into which shares of the Preferred Stock then held by such Qualified Preferred Investor bears to Stockholder may then be converted (ii“Conversion Shares”), and (y) the sum denominator of which is the total number of shares of Common Stock then held by each Preferred Investor Stockholder and Conversion Shares then outstanding (or deemed outstanding), together with all shares of Common Stock then held in escrow on behalf of the Preferred Investor Stockholders, subject to vesting or similar restrictive requirements or otherwise issuable upon conversion of other Convertible Securities (as such term is defined in the Charter) as are outstanding immediately prior to the issuance of such New Securities. For purposes of this Article IV, “New Securities” shall mean all Equity Securities of any type or amount, except for, in all cases as properly approved pursuant to the provisions of this Agreement and/or the Charter (in each case, as applicable, a “Requisite Approval”), (1) the issuance of Common Stock upon conversion of any shares of Preferred Stock, or as a dividend or distribution relative to the Preferred Stock; (2) the issuance of securities in a Qualified IPO; (3) the issuance of securities pursuant to the Company’s bona fide acquisition of another corporation, or all or a portion of its assets, by merger, purchase of assets, or other corporate reorganization, in each case after all applicable contractual and statutory approvals have been obtained; (4) the number issuance of securities (i) pursuant to the Purchase Agreements or (ii) upon the conversion or exercise of any debenture, warrant, option or Option Equity granted prior to the Effective Date and as disclosed in the Series C Purchase Agreement; (5) the authorization, grant or issuance (or entry into a plan, arrangement, agreement, transaction, commitment or arrangement to authorize, grant or issue) of the shares of the Company’s Common Stock (through Options Equity or otherwise) to employees, officers, or directors of, or contractors, consultants, or advisors to the Company pursuant to an Approved Option Plan; or (6) any stock split, subdivision or combination affecting the Common Stock or the issuance of shares of Common Stock issuable upon conversion of all then outstanding shares convertible into pursuant to a stock dividend or other distribution on Common Stock. 9.2 Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company, including Common Stock and any series of preferred stock, whether now authorized or not, and rights, options or warrants to purchase said shares of Common Stock or preferred stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for said shares of Common Stock or preferred stock. Notwithstanding the foregoing, "New Securities" does not include (i) the Conversion Stock, (ii) Common Stock offered to the public generally pursuant to a registration statement under the Securities Act in connection with the Company's Initial Public Offering, (iii) up to 3,990,000 shares (net of any repurchases or cancellations and excluding the shares underlying the convertible securities referenced in clause (iv) hereof) of the Company's Common Stock or any other securities excluded from the definition of Additional Shares of Common Stock set forth in the Article III(A)(3) of the Company's Amended and Restated Certificate of Incorporation to be filed concurrent with the closing of the Purchase Agreement (or such greater amount as may be approved by a majority of the holders of the Preferred Stock) issued on or after inception of the Company to employees, officers and directors of, and consultants to, the Company, pursuant to arrangements approved by the Board of Directors of the Company, (iv) stock issued pursuant to any rights, agreements or convertible securities, including without limitation options and warrants, provided that (a) any such convertible securities as were issued prior to the date hereof and disclosed to the Investors in the Purchase Agreement or (b) the rights of first refusal established by this Section 9 applied with respect to the initial sale or grant by the Company of such rights, agreements or convertible securities or (v) stock issued in connection with any stock split, stock dividend or recapitalization by the Company. 9.3 In the event the Company proposes to undertake an issuance of New Securities, it shall give each Qualified Investor written notice of its intention, describing the amount and type of New Securities, and the price and terms upon which the Company proposes to issue the same. Each Qualified Investor shall have thirty (30) calendar days from the date of receipt of any such notice to agree to purchase up to its respective Pro Rata Share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If any Qualified Investor fails to agree to purchase its full Pro Rata Share within such thirty (30) calendar day 14 15 period, the Company will give the Qualified Investor who did so agree (the "Electing Qualified Investor") notice of the number of New Securities which were not subscribed for. Such notice may be by telephone if followed by written confirmation within two days. The Electing Qualified Investor shall have ten (10) business days from the date of such second notice to agree to purchase their Pro Rata Share of all or any part of the New Securities not purchased by such other Qualified Investor. For the purpose of this second election under this Section 9(c), shares held by Qualified Investor other than Electing Qualified Investor shall be excluded from clause (ii) for the definition of "Pro Rata Share" contained in Section 9(a). 9.4 In the event all of the New Securities are not elected to be purchased by Qualified Investor within ten (10) business days after the second notice pursuant to Section 9(c) above, the Company shall have ninety (90) days thereafter to sell the New Securities not elected to be purchased by Qualified Investor at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company's notice. In the event the Company has not sold the New Securities within said ninety (90) day period, the Company shall not thereafter issue or sell any New Securities without first offering such securities in the manner provided above. 9.5 The right of first refusal hereunder is not assignable except by each of such Qualified Investor to any party who acquires at least 100,000 shares of the Preferred Stock and/or Conversion Stock (appropriately adjusted for recapitalizations, stock splits and the like).