Preemptive Rights
(a) If, at any time, the Company (or any of its subsidiaries who are Affiliates) proposes to issue (except in a transaction described in Section 4(b) below) any of its equity securities or any securities convertible into or having the rights to purchase any equity securities to any Person (collectively, “Equity Securities”), then, in such event, the Company shall first offer in writing to sell such Equity Securities, on the same terms and conditions as proposed by the Company to such Person or entity, to the Investor. The Investor shall then have the option to purchase its pro rata portion of the Equity Securities proposed to be issued (based on the number of Equity Securities owned by the Investor in relation to the total number of the Equity Securities then outstanding, all determined on a fully diluted basis), at the price and upon the terms set forth in such writing. Such option shall be exercisable by written notice to the Company for a period of fifteen (15) days from the date of such offer. A failure by the Investor to give written notice of the exercise within such fifteen (15) day period shall be deemed to be a rejection by the Investor of its option to purchase. The closing of the purchase of Equity Securities by the Investor shall take place within fifteen (15) days after the expiration of such fifteen (15) day period. The Company shall have sixty (60) days from the expiration of the right set forth herein to sell the unsold portion of the Equity Securities to other purchasers, but only upon terms and conditions that are in all material respects no more favorable to such purchasers or less favorable to the Company than those set forth in the Equity Securities offering. In the event that the sale of the unsold portion of Equity Securities is not consummated within such sixty (60) day period, the Company’s right to sell such unsold Equity Securities shall be deemed to lapse, and any sale of Equity Securities without additional notice to the Investor as provided for in this Section 4(a) shall be deemed to be in violation of the provisions of this Agreement.
(b) The following transactions shall be excluded from the restrictions of this Section 4:
(i)The issuance of shares of Common Stock (or options, warrants or other purchase rights exercisable for Common Stock), as adjusted for any stock dividends, combinations, splits, recapitalizations and the like to employees, consultants or directors of the Company pursuant to the Company’s 2020 Equity Incentive Plan;
(ii)The issuance of shares of Common Stock pursuant to agreements duly entered into concurrently herewith; and
(iii)The issuance of Equity Securities pursuant to outstanding contractual obligations as specified in Schedule A.
【参考訳】本契約は、本買収契約の締結をもって効力を生じるものとする。
