definiens: ) . The Purchaser ’s means that portion of such New Securities that equals the proportion that the number of Purch ased Shares issued to and held by Purchaser ( assumi ng full conversion and exercise of all convertible and exer cisable securities then outstanding ) bears to the t otal number of shares of Common Stock of the Company then outstand ing ( assuming full conversion and exercise of all convertible and exercisable securities then outstan ding ) . If the Company proposes to undertake an issu ance of New Securities, it shall give notice to the Purchaser o f its intention to issue New Securities ( the ), describing the type of New Securities and the price and the ge neral terms upon which the Company proposes to issu e the New Securities . The Purchaser will have ( 10 ) busine ss days from the date of notice, to agree in writing to purchase the Purchaser ’s Pro Rata Share of such New Securiti es for the price and upon the general terms specifi ed in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to b e purchased ( not to exceed the Purchaser ’s Pro Rata Share ) . If the Purchaser fails to exercise in full the right o f first refusal within the ( 10 ) business day period, then the Compa ny will have ( 120 ) days thereafter to sell the New Securities with respect to which the Purchaser ’s rights of fir st refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company ’s Notice to the Purchaser . If the Company has not issued and so ld the New Securities within the 120 - day period, th en the Company shall not thereafter issue or sell any New Securities without again first offering those New S ecurities to the Purchaser pursuant to this Section 5.3 . The par ticipation right provided for in this Section 5.3 s hall not be applicable with respect to Purchaser in any subsequ ent offering of New Securities if ( i ) at the time o f such offering, Purchaser is not an as that term is then defined in Rule 501(a ) of the Act and ( ii ) such offering of New Securities is otherwise being offer ed only to accredited investors