Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. The Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Company agrees that if the Units are sold in accordance with the terms of this Underwriting Agreement, the Representative shall have an irrevocable preferential right of first refusal (the “"Right of First Refusal”), ") for a period of twelve six (126) months following from the Closing date the Acquisition Transaction is completed (provided the end of which period shall not be more than three (3) years from the Effective Date, ) to act as sole investment banker, sole book-runner and/or sole placement agent, at purchase for its account or to sell for the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for account of the Company, or any subsidiary of or successor to the Company any securities (whether debt or Subsidiary equity or any combination thereof) of the Company, on terms and conditions agreed to by both Company or any such subsidiary or successor which the Company or any such subsidiary or successor may seek to sell whether with or without or through an underwriter, placement agent or broker-dealer and whether pursuant to registration under the Representative in good faithAct or otherwise. The Company shall notify and any such subsidiary or successor will consult the Representative with regard to any such proposed financing and will offer the Representative the opportunity to purchase or sell any such securities on terms not more favorable to the Company or any such subsidiary or successor, as the case may be, than it or they can secure elsewhere. If the Representative fails to accept such offer within 10 business days after the mailing of its intention to pursue a Subject Transaction, including notice containing the material terms thereof, by providing written notice thereof of the proposed financing proposal by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transactionfinancing proposal contained in such notice. If, however, the terms of such financing proposal are subsequently modified in any material respect, the preferential right referred to herein shall apply to such modified proposal as if the original proposal had not been made. The Representative may elect, in its sole and absolute discretion, not Representative’s failure to exercise its preferential right with respect to any particular proposal shall not affect its preferential rights relative to future proposals. The Company shall have the right, at its option, to designate the Representative as lead underwriter or co-manager of any underwriting group or co-placement agent of any proposed financing in satisfaction of its obligations hereunder, and the Representative shall be entitled to receive as its compensation 50% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent and 33% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to a proposed financing in which there are three co-managing or lead underwriters or co-placement agents. Notwithstanding anything in this Section 7.2, the Representative shall not have any Right of First Refusal with respect to any Subject Transaction; provided proposed financing that any such election is initiated by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any Selway Capital LLC, or its affiliates and where no other Subject Transaction during the period agreed to above. For the avoidance of any doubtunderwriter or a placement agent, the Company shall not retain, engage advisor or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationbanking firm are engaged.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve six (126) months following after the Closing Datedate the Offering is completed, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offeringoffering for capital raising purposes registered with Commission, including all equity linked financings (each, a “Subject Transaction”), during such twelve six (126) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed to by both customary for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithsix (6) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered electronic mail or overnight courier service addressed to the Representative. If the Representative declines the terms of such Subject Transaction or fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the six (6) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offeringoffering for capital raising purposes registered with Commission, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed to by both customary for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered electronic mail or overnight courier service addressed to the Representative. If the Representative declines the terms of such Subject Transaction or fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of until twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner runner, sole underwriter and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings offering of Series A Preferred Shares (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any Subject Transaction in which it exercises its right of first refusal and the Representative in good faitheconomic terms of any such participation. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered or electronic mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written or electronic notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Date, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. The Representative shall have the sole right to determine whether any other broker dealer shall have the right to participate in a Subject Transaction and the economic terms of such participation. For the avoidance of any doubt, the Company and shall not retain, engage, or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation. For the avoidance of doubt, this provision shall not apply to Jupiter Gold Corporation and Apollo Resources Corporation, both of which are non-U.S. entities in which the Company has an ownership stake. In addition, this provision shall not apply to the Company Carve Outs. Notwithstanding the above, in the event that the Offering is not consummated by the Underwriters, there shall be no Right of First Refusal, and in the event that the Offering is $7,500,000 or less in size, the Right of First Refusal shall be for a period of six (6) months following the Closing Date.

Right of First Refusal. The Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve twenty-four (1224) months following from the Closing Dateclosing of a Business Combination, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve twenty-four (1224) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary for the Representative for such Subject Transactions. The Representative shall have the sole right to by both determine whether any other broker dealer shall participate in the Subject Transactions and the economic terms of such participation. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwenty-four (24) month period referred to above without the express written consent of the Representative. The Right of First Refusal shall also encompass the time period leading up to the closing of the Business Combination while the Company is still a special purpose acquisition company. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twenty-four (24) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Representative Underwriter shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at the RepresentativeUnderwriter’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or any current or future Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative Underwriter in good faith. The Company shall notify the Representative Underwriter of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the RepresentativeUnderwriter. If the Representative Underwriter fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative Underwriter shall have no further claim or right with respect to the Subject Transaction. The Representative Underwriter may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative Underwriter shall not adversely affect the RepresentativeUnderwriter’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative Underwriter unless the Representative Underwriter does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative Underwriter shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. In addition, for a period of twelve (12) months following the Closing Date, the Company will grant to the Representative an irrevocable right of first refusal to act as sole sales agent, at the Representative’s sole discretion, for each and every future “at-the-market” offering, during such twelve (12) month period for the Company, or any successor to or any subsidiary of the Company, on terms customary to the Representative. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its right of first refusal after being provided adequate notice and expiration of any period in which to reply. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any Subject Transaction in which it exercises its right of first refusal and the economic terms of any such participation. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Effective Date of the Registration Statement, to act as sole investment bankerlead managing underwriter, sole book-runner and/or sole placement agent, exclusive financial advisor or in any other similar capacity, at the Representative’s sole discretion, for each and every future public and offering for capital raising purposes registered with Commission, or private equity and debt offering, financing including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed to by both customary for such Subject Transactions. For the avoidance of any doubt, neither the Company and nor any subsidiary shall retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its or its subsidiary’s intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered electronic mail or overnight courier service addressed to the Representative. If the Representative declines the terms of such Subject Transaction or fails to notify the Company of its intent to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election election, rejection, waiver or failure to respond or act, by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following from the Closing Dateclosing of a Business Combination, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary for the Representative for such Subject Transactions. The Representative shall have the sole right to by both determine whether any other broker dealer shall participate in the Subject Transactions and the economic terms of such participation. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative. The Right of First Refusal shall also encompass the time period leading up to the closing of the Business Combination while the Company is still a special purpose acquisition company. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following from the Closing Datecommencement of sales of the offering, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in a Subject Transaction and the Representative in good faitheconomic terms of any such participation. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Representative shall have an irrevocable right At any time, a Transferor may offer to sell for cash all or a portion of first refusal its Partnership Interest (but any such portion may not be less than ten percent (10 %) of the total Partnership Interests)to any or all of the other Partner(s) by delivering to them a written offer (the “Right "Sales Offer") specifically referring to this Section 7.2, stating the Transferor's desire to sell, specifying the portion of First Refusal”)such Partnership Interest to which the Sales Offer applies, stating that such portion is to be sold in its entirety and setting forth the cash purchase price. Within thirty (30) days following the receipt of the Sales Offer, each other Partner may elect to accept the Sales Offer at the purchase price set forth therein. Such acceptance may be conditioned upon approval by the board of directors of the accepting Partner to be obtained within sixty (60) days following receipt of the Sales Offer by the accepting Partner. If more than one of the other Partners elect to accept the Sales Offer, the purchase shall be made pro rata in accordance with the accepting Partners' respective Partnership Interests. Payment for such Partnership Interest shall be made within thirty (30) days after the final date on which a Partner elects to accept the Sales Offer; provided, however, if any waiting periods are imposed by applicable law, payment shall, if necessary, be deferred to the first business day occurring after the expiration of the last day of such waiting period. In the event that the Partners do not elect to acquire or do not acquire the entire portion of the Partnership Interest specified in a Sales Offer within the time periods referred to above, the Transferor shall be entitled to Transfer to a third party (including an Affiliate of the Transferor) the Partnership Interest stated in the Sales Offer for a period of twelve consideration in cash or other property having equal or greater value than the cash purchase price stated in the Sales Offer during the six (12) months following the Closing Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (126) month period for commencing with the Company, or any successor to or Subsidiary day following the expiration of the Company, on terms and conditions agreed 60-day time period referred to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representativeabove. If the Representative fails consideration is other than all cash, the Transferor shall provide the other Partners with the report of a qualified appraiser concluding that the total value of the consideration to exercise its Right be paid for the Partnership Interest is equal to or exceeds the value of First Refusal with respect the cash purchase price stated in the Sales Offer. Prior to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubtTransfer becoming effective, the Company Transferor shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express provide written consent notice to all of the Representative unless Partners and shall settle all unpaid accounts with the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationPartnership.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Effective Date, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offeringoffering for capital raising purposes registered with Commission, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed to by both customary for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Representative shall have an irrevocable Company agrees to grant the Representative, for a period of twelve (12) months (the “ROFR Period”) from the Closing Date, the right of first refusal (the “Right of First Refusal” or “ROFR”), for a period of twelve (12) months following the Closing Date, to act as sole lead or joint investment banker, sole lead or joint book-runner runner, and/or sole lead or joint placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including but not limited to, (i) any equity, equity-linked, debt or mezzanine financing or other investment in the Company (including a secondary sale or offering by security holders effected with the Company’s assistance); (ii) any tender offer or exchange offer for, debt, convertible debt securities; (iii) any merger, consolidation, sale, transfer or other disposition of all equity linked financings or a material portion of the Company’s stocks or asset; (iv) restructuring transactions including, extraordinary dividend, stock repurchase, spin-off, etc, (each, a “Subject Transaction”), during such twelve (12) month period for which is operated by the CompanyCompany or any successor to, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed to a such fee as mutually determined in good faith by both the Company and the Representative in good faith. The Company shall notify Representative, provided however, that the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect shall be contingent upon the written acceptance by the Representative to participate in any Subject Transaction upon the terms and conditions that should contain reasonable and customary fees for transactions of similar size and nature. At any time within ten five (105) Business Days days after receipt of written notification of proposed Subject Transaction (the mailing of such written notice“Offer Proposal”), then the Representative shall have no further claim or right with respect may, by giving written notice to the Subject TransactionCompany, elect to exercise or turn down its ROFR. The failure of the Representative may elect, in its sole and absolute discretion, to give such notice within such five (5)-day period will be deemed an election not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by Refusal. If the Representative shall not adversely affect the Representative’s Right of First Refusal with respect declines to any other Subject Transaction during the period agreed to above. For the avoidance of any doubtexercise its ROFR, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in retain any other person or persons to provide such services. The Representative’s failure to exercise its ROFR with respect to any particular Subject Transaction in which it exercises this Right does not constitute the waiver of First Refusal and its preferential right relative to any future Subject Transaction during the economic terms of any such participationROFR Period.

Right of First Refusal. The Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner and/or sole placement agent, If at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings any time any Borrower or Guarantor (each, a “Subject Credit Party”) or any of their respective Subsidiaries or Affiliates receives from a third party an offer, term sheet or commitment or makes a proposal accepted by any Person (each, an “Offer”) which provides for any type of financing (other than an offering of common stock or other equity securities which do not contain or enjoy any debt or debt-like rights or features, which are not convertible or exchangeable into debt or debt-like instruments or which may otherwise be characterized, whether for accounting, income tax or any other purposes, as debt) to or for a Credit Party or any of its Affiliates, such Credit Party, on behalf of itself or such Affiliate, shall immediately notify such third party making the offer of Lender’s rights under this Section 6.13, and further shall immediately notify Lender of the Offer in writing (including all material terms of the Offer). Lender shall have thirty (30) calendar days after Receipt of such notice (the “Option Period”) to agree to provide similar financing in the place of such Person upon substantially the same terms and conditions (or terms more favorable to such Credit Party or Affiliate) as set forth in the Offer. Lender shall notify Credit Party or Affiliate in writing of Lender’s acceptance of the Offer pursuant hereto (the “Acceptance Notice”), in which case Credit Party shall obtain, or shall cause Affiliate to obtain, such financing from Lender and shall not accept the Offer from such other Person. If no Acceptance Notice has been Received from Lender within the Option Period, Credit Party or Affiliate may consummate the Offer with the other Person on the terms and conditions set forth in the Offer (the “Transaction”); provided, during such twelve (12) month period for the Companyhowever, that none of foregoing or any successor failure by Lender to or Subsidiary issue an Acceptance Notice shall be construed as a waiver of any of the Companyterms, on terms and covenants or conditions agreed to by both of any of the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the RepresentativeLoan Documents. If the Representative fails Transaction is not consummated on the terms set forth in the Offer or with the Person providing the Offer or during the ninety (90) calendar day period following the expiration of the Option Period, Credit Party shall not be permitted, and shall not permit its Affiliate, to exercise its Right of First Refusal consummate the Transaction without again complying with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transactionthis Section 6.13. The Representative may elect, provisions of this Section 6.13 shall survive the payment in its sole full of the Obligations and absolute discretion, not to exercise its Right termination of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right this Agreement for a period of First Refusal with respect to any other Subject Transaction during the period agreed to abovesix months. For the avoidance purposes of this Section 6.13, “Lender” shall include CapitalSource Finance LLC and any doubtof its parents, the Company shall not retain, engage subsidiaries or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent Affiliates. The provisions of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal Section 6.13 shall not apply to any transaction where Offer to an Affiliate of any Borrower or Guarantor (or any of their respective Subsidiaries or Affiliates (other than the Company does not engage an investment banker, underwriter, placement agent Affiliate receiving the Offer)) if such financing is intended to be used solely for a business conducted by or other intermediary. The Representative shall have to be conducted by such Affiliate which is unrelated to the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms business of any such participationBorrower or Guarantor (or any such respective Subsidiaries or Affiliates) as such business exists from time to time or may result from any acquisition, merger or similar transaction how so ever structured which is the subject of the Offer.

Right of First Refusal. The Representative Provided that all of the Firm Securities are sold in accordance with the terms of this Agreement, the Underwriter shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Effective Date, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive underwriter and/or sole and exclusive placement agent, at the RepresentativeUnderwriter’s sole and exclusive discretion, for each and every future public and private equity and debt offeringoffering for which the Company utilizes an investment banker, book-runner and/or placement agent, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on reasonable terms and conditions agreed customary to by both the Underwriter for such Subject Transactions. For the avoidance of any doubt, in the event the Underwriter timely exercises its Right of First Refusal with respect to any Subject Transaction in accordance with the following paragraph, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Underwriter. The Company shall notify the Representative Underwriter of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the RepresentativeUnderwriter. If the Representative Underwriter fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative Underwriter shall have no further claim or right with respect to the Subject Transaction. The Representative Underwriter may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative Underwriter shall not adversely affect the RepresentativeUnderwriter’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements.

Right of First Refusal. The Company hereby grants the Representative shall have an irrevocable a right of first refusal (the “Right of First Refusal”), ) for a period one (1) year from the date of twelve (12) months following consummation of the Closing DateOffering or the termination or expiration of the Company’s engagement of the Representative, to act as sole investment bankerunderwriter, sole book-runner and/or sole placement agentagent or financial advisor (or to act as joint underwriter, placement agent or financial advisor on at least equal economic terms) in connection with any public or private financings in the Representative’s sole discretionUnited States (debt or equity), for each and every future public and private merger, business combination, recapitalization or sale of some or all of the equity and debt offeringor assets of the Company out of the ordinary course of business (collectively, including all equity linked financings (each, a “Subject TransactionFuture Services”); provided, during such twelve (12) month period for the Companyhowever, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and that the Representative in good faithshall not be entitled to have such Right of First Refusal if no Offering is consummated. The Company shall notify the Representative in writing of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If an activity that would enable the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after provide Future Services. In the mailing of such written notice, then event the Company notifies the Representative shall have no further claim or right with respect of its intention to pursue an activity that would enable the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by provide Future Services, the Representative shall not adversely affect notify the Company of its election to provide such Future Services, including notification of the compensation and other terms to which the Representative claims to be entitled, within thirty (30) days of written notice by the Company. In the event the Company engages the Representative to provide such Future Services, the Representative will be compensated consistent with Section 2 of that certain engagement letter between the Company and the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, dated September 8, 2020 (as amended, the “Engagement Letter”), unless mutually agreed otherwise by the Company shall not retainand the Representative. To the extent the Company is approached by a third party (“Third Party Advisor”) to lead any public or private financing (debt or equity), engage merger, business combination, recapitalization or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent sale of some or all of the Representative unless equity or assets of the Representative does not exercise its Right Company, Boustead will be notified of First Refusal after being provided adequate notice the transaction and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have be granted the right to participate in such transaction under any Subject Transaction in which it exercises this Right of First Refusal and syndicate formed by the economic terms of any such participationThird Party Advisor.

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable a right of first refusal (the “Right of First Refusal”), for a period of twelve eighteen (1218) months following from the Closing Datecommencement of sales of the offering, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve eighteen (1218) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction for which the Representative has exercised its Right of First Refusal without the express written consent of the Representative. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in a Subject Transaction and the Representative in good faitheconomic terms of any such participation. For the avoidance of any doubt, such Right of First Refusal does not extend to mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions that may or may not involve a broker or similar finder. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the eighteen (18) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Company reaffirms that pursuant to the public offering registered with the SEC under XXXXX File ID 333-235295 and declared effective on December 10, 2019, commencing on May 11, 2020 (the “Commencement Date”), the Representative shall have an irrevocable a right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Commencement Date, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offeringofferings, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any Subject Transaction in which it exercises its right of first refusal and the Representative in good faitheconomic terms of any such participation. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation...

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve nine (129) months following after the Closing Datedate of effectiveness of the Registration Statement, to act as sole investment bankerlead or managing underwriter, sole book-runner and/or sole exclusive placement agent, at exclusive financial advisor or in any other similar capacity, on the Representative’s sole discretioncustomary terms and conditions, for each and every future in the event the Company or any Subsidiary retains or otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue a registered, underwritten public and offering of securities (in addition to the Offering), a private equity and debt offeringplacement of securities, including a merger, acquisition of another company or business, change of control, sale of substantially all equity linked financings assets or other similar transaction (regardless of whether the Company would be considered an acquiring party, a selling party or neither in such transaction) (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to aboveTransaction. For the avoidance The terms and conditions of any doubtsuch engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the Company shall not retain, engage or solicit any additional investment banker, book-runnerabsence of a material adverse change to the Company’s business, financial advisorcondition and prospects, underwriterapproval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature. Notwithstanding the foregoing, sales agent and/or in the event the Subject Transaction involves a public or private sale of securities, the Representative shall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriting or placement agent in a Subject Transaction without the express written consent group when serving as co-manager or co-placement agent and at least 33% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to a proposed financing in which there are three co-managing or lead underwriters or co-placement agents. The Representative unless will not have more than one (1) opportunity to waive or terminate the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration in consideration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent payment or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationfee.

Right of First Refusal. The Following the Closing Date, provided that the Firm Shares are sold in accordance with the terms of this Agreement, for a period of twelve (12) months after the date the Offering is completed, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as the sole investment banker, sole book-runner runner, and/or sole placement agent, agent at the Representative’s its sole discretion, for each and every future U.S. public and private equity and debt offering, including all public equity linked financings (eachof the Company, a “Subject Transaction”), during such twelve (12) month period for or any successor to the Company, or any successor to or Subsidiary any current or future subsidiary of the our Company, on terms and conditions agreed provided, however, that such right shall be subject to by both the Company and the Representative in good faithFINRA Rule 5110(g). The Company shall notify the Representative in writing at least thirty (30) days prior to a proposed U.S. public offering of any debt or equity securities (other than bank debt or similar financing) by the Company or by any of its intention majority-owned or controlled U.S. subsidiaries (collectively referred to pursue herein as the Company) that Representative or at its option, a Subject Transactiongroup of associated investment bankers shall have the right of first refusal to effect the offering on terms as favorable as therefore offered in writing by a reputable investment bank. The Representative shall notify the Company, including within ten (10) days of its exercise of the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representativeright of first refusal. If the Representative fails to exercise its Right the right of First Refusal with respect to any Subject Transaction first refusal within ten (10) Business Days after days period and the mailing principal terms of the proposed subsequent financing thereafter are altered in any material respect, the Company shall again offer to the Representative the right of first refusal. Notwithstanding the foregoing, if the Representatives decline to exercise its right of the first refusal for any specific offering, and the Company completes such written noticeoffering with another investment banking firm, then the Representative shall not have no further claim or the right with respect of first refusal for any future Company financings, and if the Company receives a proposal from a “bulge bracket” underwriter to the Subject Transaction. The Representative may electundertake such financing, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect have the Representative’s Right right of First Refusal with respect to any other Subject Transaction during first refusal set forth in the period agreed to above. For the avoidance of any doubtparagraph (provided, however, that the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent use commercially reasonable efforts to cause such underwriter to allow the Representatives’ participation in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationfinancing).

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve six (126) months following after the Closing Datedate the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve six (126) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any Subject Transaction in which it exercises its right of first refusal and the Representative in good faitheconomic terms of any such participation. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the six (6) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Representative shall have Company grants the Placement Agents (or any affiliate designated by the Placement Agents) the right to provide investment banking services to the Company on an irrevocable right exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of first refusal the Company, for which investment banking services are sought by the Company (the “Right of First Refusal”), for a the period commencing on the date hereof and ending on the 6-month anniversary of twelve (12) months following the Closing Date. If the Placement Agents or their affiliate decide to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to act such a transaction. For these purposes, investment banking services shall include, without limitation, (i) acting as sole investment bankerlead, sole book-runner and/or sole running manager for any underwritten public offering; and (ii) acting as exclusive placement agent, at the Representative’s sole discretion, for each and every future public and agent or financial advisor in connection with any private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary offering of securities of the Company, on terms and conditions agreed ; provided that (ii) shall not include private placements solely to by both investors in the Company and the Representative in good faithprior to this Agreement. The Company Placement Agents shall notify the Representative Company of its intention to pursue a Subject Transaction, including exercise the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after 5 business days following receipt of a written notice by the mailing of such written notice, then the Representative shall have no further claim or right with respect Company to the Subject TransactionPlacement Agents that it is considering any of the above transactions. The Representative Any decision by the Placement Agents to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may electbe mutually agreed upon, and indemnification of the Placement Agents and its affiliates and shall be subject to general market conditions. If the Placement Agents decline to exercise the Right of First Refusal (which they may do in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not retainmaterially more favorable to such other person or persons than the terms declined by the Placement Agents. For purposes of clarity, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this foregoing Right of First Refusal shall not apply to any transaction where sale of equity securities to DaVita, Inc., a Delaware corporation (or any of its affiliates). Notwithstanding the Company does not engage an investment bankerforegoing, underwriterin accordance with FINRA Rule 5110(g)(6)(a), placement agent or other intermediary. The Representative shall have in no event will the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal have a duration of more than three (3) years from the commencement of sales in this offering. The Right of First Refusal shall be subject to FINRA Rule 5110(g)(5)(B), including that (i) the Right of First Refusal may be terminated by the Company for “cause”, which shall include the material failure by the Placement Agents to provide the services contemplated by this Agreement, and (ii) the economic terms Company’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any such participationtermination fee or provision of any right of first refusal.

Right of First Refusal. The Representative Placement Agent shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following from the Closing Date, date of effectiveness of the Registration Statement to act as sole investment banker, sole book-runner and/or sole placement agent, at purchase for its account or to sell for the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for account of the Company, or any subsidiary of or successor to the Company any equity securities (or Subsidiary any combination of debt and equity securities) of the Company, on terms and conditions agreed to by both Company or any such subsidiary or successor that the Company or any such subsidiary or successor may seek to sell other than straight-debt financing not convertible or exchangeable for equity securities of the Company for the Company’s business whether with or without or through an underwriter, placement agent or broker-dealer and whether pursuant to registration under the Representative in good faithSecurities Act, or otherwise. The Company shall notify and any such subsidiary or successor will consult the Representative Placement Agent with regard to any such proposed financing and will offer the Placement Agent the opportunity to purchase or sell any such securities on terms not more favorable to the Company or any such subsidiary or successor, as the case may be, than it or they can secure elsewhere. If the Placement Agent fails to accept such offer within ten (10) business days after the mailing of its intention to pursue a Subject Transaction, including notice containing the material terms thereof, by providing written notice thereof of the proposed financing proposal by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written noticePlacement Agent, then the Representative Placement Agent shall have no further claim or right with respect to the Subject Transactionfinancing proposal contained in such notice. If, however, the terms of such financing proposal are subsequently modified in any material respect, the right of first refusal referred to herein shall apply to such modified proposal as if the original proposal had not been made. The Representative may elect, in its sole and absolute discretion, not Placement Agent’s failure to exercise its Right right of First Refusal first refusal with respect to any Subject Transaction; provided that any such election by the Representative particular proposal shall not adversely affect its right of first refusal relative to future proposals. The Company shall have the Representative’s Right right, at its option, to designate the Placement Agent as lead underwriter or co-manager of First Refusal any underwriting group or co-placement agent of any proposed financing in satisfaction of its obligations hereunder, and the Placement Agent shall be entitled to receive as its compensation 50% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent and 33% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period proposed financing in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, there are three co-managing or lead underwriters or co-placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationagents.

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Effective Date, to act as sole investment banker, sole book-book runner and/or sole placement agent, agent at the Representative’s sole discretion, discretion for each and every future public and private equity and public debt offering, including all equity equity-linked financings during such twelve (12) month period of the Company, or any successor to or any current or future subsidiary of the Company (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transaction. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in the Subject Transactions and the economic terms of such participation. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten fifteen (1015) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject TransactionTransaction and the Company shall have the right to retain any other person to provide such services on terms and conditions which are not more favorable to such other person than the terms declined by the Representative. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediaryTransaction. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal terms and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a Material Adverse Change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following from the Closing Effective Date, to act as sole investment bankerlead or managing underwriter, sole book-runner and/or sole exclusive placement agent, at exclusive financial advisor or in any other similar capacity, on the Representative’s sole discretioncustomary terms and conditions, for each and every future in the event the Company or any Subsidiary retains or otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue a registered, underwritten public and offering of securities (in addition to the Offering), a private equity and debt offeringplacement of securities, including a merger, acquisition of another company or business, change of control, sale of substantially all equity linked financings assets or other similar transaction (regardless of whether the Company would be considered an acquiring party, a selling party or neither in such transaction) (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediaryTransaction. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal terms and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature. Notwithstanding the foregoing, in the event the Subject Transaction involves a public or private sale of securities, the Representative shall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent and at least 33% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to a proposed financing in which there are three co-managing or lead underwriters or co-placement agents.

Right of First Refusal. The Following the Closing Date, provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public offering and private placement of equity, debt and/or equity and debt offeringderivative instruments for capital raising purposes registered with Commission, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary of the Company. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in the Subject Transactions and the economic terms of such participation. For the avoidance of any doubt, on terms and conditions agreed to by both the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative, provided, however, that such right shall be subject to FINRA Rule 5110(g). The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered electronic mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) months period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of If the Representative unless the Representative does not fails to exercise its Right of First Refusal with respect to a specific Subject Transation within ten (10) Business Days after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment bankerprovides such written notice, underwriter, placement agent or other intermediary. The then the Representative shall have the sole no further claim or right with respect to determine whether or not any other broker-dealer shall have the right to participate in any that specific Subject Transaction in which it exercises this Right of First Refusal Transaction. The terms and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Until August 6, 2017, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, subject to the terms hereto, during such period, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The For a period of twelve (12) months after the Closing Date, the Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of If the Representative unless the Representative does not exercise exercises its Right of First Refusal after being provided adequate notice and expiration under this Section, it shall diligently pursue the consummation of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationTransaction.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole investment bankerlead or managing underwriter, sole book-runner and/or sole exclusive placement agent, at exclusive financial advisor or in any other similar capacity, on the Representative’s sole discretioncustomary terms and conditions, for each and every future in the event the Company or any Subsidiary retains or otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue a registered, underwritten public and offering of securities (in addition to the Offering), a private equity and debt offeringplacement of securities, including a merger, acquisition of another company or business, change of control, sale of substantially all equity linked financings assets or other similar transaction (regardless of whether the Company would be considered an acquiring party, a selling party or neither in such transaction) (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediaryTransaction. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal terms and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature. Notwithstanding the foregoing, in the event the Subject Transaction involves a public or private sale of securities, the Representative shall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent and at least 33% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to a proposed financing in which there are three co-managing or lead underwriters or co-placement agents.

Right of First Refusal. The Representative Company agrees that it shall have provide the Underwriter an irrevocable right of first refusal for one (1) year from the “Right consummation of First Refusal”), for a period of twelve (12) months following the Closing DateOffering, to act as sole investment banker, sole book-runner runner, sole financial advisor, and/or sole placement agent, at the RepresentativeUnderwriter’s sole discretion, for each and every transaction as set forth in Section A5 of that certain engagement letter between the Company and Underwriter dated as of September 7, 2023 (the “Engagement Letter”) (a “Transaction”), including future public and private equity and and/or debt offeringofferings, including all equity linked financings (eachfinancings, a “Subject Transaction”)mergers, during such twelve (12) month period for business combinations, recapitalizations or sale of some or all of the Company, equity or any successor to or Subsidiary assets of the Company, whether in conjunction with another advisor, or broker-dealer, or on terms and conditions agreed to by both the Company and the Representative in good faithCompany’s own volition, (collectively, “Future Services”). The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative Underwriter shall have the sole right to determine whether or not any other broker-financial advisor or broker dealer shall have the right to participate in any Subject such Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation. Further, the Company shall immediately notify the Underwriter of a proposed Transaction and shall direct all third-party inquiries regarding a Transaction to the Underwriter within three (3) business days of receipt of such inquiry. If the Underwriter or one of its affiliates decides to accept engagement in such Transaction, the Underwriter will be compensated consistent with Section A of the Engagement Letter for any Transaction during the Future Services period. The Underwriter shall be entitled to compensation under Section A of the Engagement Letter in the event the Company conducts a Transaction and does not provide notice to the Underwriter of such Transaction pursuant to the Engagement Letter. The Right of First Refusal granted hereunder may be terminated by the Company for “Cause,” which shall mean a material breach by the Underwriter of the Engagement Letter, in which such material breach is not cured. The services provided by the Underwriter pursuant to the Engagement Letter are solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities not a party thereto (including, without limitation, securityholders, employees or creditors of the Company) as against the Underwriter or its directors, officers, agents and employees.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Effective Date, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate of effectiveness of the Registration Statement, to act as sole investment bankerlead managing underwriter and/or book runner, sole book-runner and/or sole exclusive placement agent, at exclusive financial advisor and investment banker or in any other similar capacity, on the Representative’s sole discretioncustomary terms and conditions, for each and every future in the event the Company or any Subsidiary retains or otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue a registered, underwritten public and offering of securities (in addition to the Offering), a private equity and debt offeringplacement of securities, including a merger, acquisition of another company or business, change of control, sale of substantially all equity linked financings assets or other similar transaction (regardless of whether the Company would be considered an acquiring party, a selling party or neither in such transaction) (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediaryTransaction. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal terms and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve fifteen (1215) months following from the Closing Dateclosing of a Business Combination, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve fifteen (1215) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary for the Representative for such Subject Transactions. The Representative shall have the sole right to by both determine whether any other broker dealer shall participate in the Subject Transactions and the economic terms of such participation. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithfifteen (15) month period referred to above without the express written consent of the Representative. The Right of First Refusal shall also encompass the time period leading up to the closing of the Business Combination while the Company is still a special purpose acquisition company. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the fifteen (15) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offeringoffering for capital raising purposes registered with Commission, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed to by both customary for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered electronic mail or overnight courier service addressed to the Representative. If the Representative declines the terms of such Subject Transaction or fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve six (126) months following from the Closing Effective Date, to act as sole investment bankerlead or managing underwriter, sole book-runner and/or sole exclusive placement agent, at exclusive financial advisor or in any other similar capacity, on the Representative’s sole discretioncustomary terms and conditions, for each and every future in the event the Company or any Subsidiary retains or otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue a registered, underwritten public and offering of securities (in addition to the Offering), a private equity and debt offeringplacement of securities, including a merger, acquisition of another company or business, change of control, sale of substantially all equity linked financings assets or other similar transaction (regardless of whether the Company would be considered an acquiring party, a selling party or neither in such transaction) (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediaryTransaction. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal terms and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature. Notwithstanding the foregoing, in the event the Subject Transaction involves a public or private sale of securities, the Representative shall be entitled to receive as its compensation at least 40% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent and at least 33% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to a proposed financing in which there are three co-managing or lead underwriters or co-placement agents.

Right of First Refusal. The Provided that the Firm Units are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve twenty-four (1224) months following after the Closing Datedate the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future capital raising transaction of any kind, including any public and or private equity and or debt offering, in which the Company determines to retain an investment banker, book-runner, financial advisor, underwriter and/or placement agent, including all equity linked financings (each, a “Subject Transaction”), during such twelve twenty-four (1224) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twenty-four (24) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Effective Date, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing receipt of such written noticenotice given in accordance with Section 9.1 of this Agreement, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve thirty six (1236) months following after the Closing Datedate the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, and sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve thirty six (1236) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any Subject Transaction in which it exercises its right of first refusal and the Representative in good faitheconomic terms of any such participation. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the thirty six (36) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Company agrees that if the Firm Units are sold in accordance with the terms of this Underwriting Agreement, for a period beginning on the closing of this Offering and ending on the later of 24 months after the closing of this Offering and 12 months after the consummation of our initial Business Combination, the Company shall grant the Representative shall have an irrevocable the right of first refusal to act as, (i) exclusive financial advisor in connection with all of the “Right Company’s proposed Business Combinations for a fee of First Refusal”up to 3.5% of the proceeds of this Offering (subject to the Company’s right to allocate up to 50% of such fee to another financial institution in the Company’s sole discretion), for a period of twelve and (12ii) months following the Closing Date, to act as sole investment banker, sole book-runner runner, sole financial advisor, sole underwriter and/or sole placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings financings, during such period, (each, a “Subject Transaction”), during such twelve (12) month period for of the Company, Company or any successor to the Company or Subsidiary any of the Company’s subsidiaries, on terms and conditions agreed to by both the Company and the Representative in good faithfaith (the “Right of First Refusal”). In accordance with FINRA Rule 5110(g)(6), such Right of First Refusal shall not have a duration of more than three years from the effective date of the Registration Statement. The Company and any subsidiary or successor shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any a Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative notice shall have no further claim or right with respect to the such Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during Transaction. The Company and the period agreed Representative shall make commercially reasonable efforts to above. For agree on the avoidance terms of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without (including Representative’s compensation thereunder) in good faith within 10 business days after the express written consent acceptance of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where by the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationRepresentative.

Right of First Refusal. The Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve eight (12) 8) months following from the Closing Effective Date, to act as sole investment bankerlead or managing underwriter, sole book-runner and/or sole exclusive placement agent, at exclusive financial advisor or in any other similar capacity, on the Representative’s sole discretioncustomary terms and conditions, for each and every future in the event the Company or any Subsidiary retains or otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue a registered, underwritten public and private offering of equity and debt offering, including all equity linked financings securities (in addition to the Offering) (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediaryTransaction. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal terms and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature. Notwithstanding the foregoing, in the event the Subject Transaction involves a public sale of securities, the Representative shall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent and at least 33% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to a proposed financing in which there are three co-managing or lead underwriters or co-placement agents.

Right of First Refusal. The Representative Licensee shall have an irrevocable a right of first refusal (the “Right of First Refusal”)) with respect to any sale directly or indirectly of the Premises. If Licensor receives an offer to purchase the Premises, for a period of twelve (12) months following the Closing Datedirectly or indirectly, from any third party, which Licensor desires to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings accept (each, a an “Subject TransactionOffer”), during Licensor shall first present such twelve (12) month period for Offer, in writing, to Licensee, and Licensee shall thereafter have [**] business days in which to [**] by delivery of written notice to Licensor. If Licensee exercises the CompanyRight of First Refusal, or any successor to or Subsidiary the sale of the Company, Premises on the terms and conditions agreed to by both [**] shall be consummated within [**] days after the Company and exercise of the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect or as otherwise agreed to any Subject Transaction within ten (10) Business Days in writing by the Parties, after which Licensee shall be deemed to have waived the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect Refusal, and Licensor shall thereafter have a period of [**] days during which to consummate the sale to the third party that submitted the Offer on substantially identical terms to those set forth in the Offer, absent which any Subject Transaction; provided that any such election by future sale directly or indirectly of the Representative Premises shall not adversely affect once again be subject to the RepresentativeRight of First Refusal. In the event Licensee gives notice of early termination pursuant to paragraph 9 of this Agreement, Licensee’s Right of First Refusal shall immediately terminate, with respect to any other Subject Transaction during the period agreed to aboveno further force or effect. For the avoidance of any doubtMoreover, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent view of the Representative unless fact that Licensor may not sell the Representative does Premises independently of the entire property upon which the Premises is situated, including the office space that is the subject of the Office Lease, Licensee may not exercise its the Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this contained herein without simultaneously exercising the Right of First Refusal shall not apply to any transaction where contained in the Company does not engage an investment banker, underwriter, placement agent or other intermediaryOffice Lease that is executed concurrently herewith. The Representative shall have Termination of the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and contained in the economic terms Office Lease for any reason set forth in the Office Lease shall effectively terminate the Right of any such participationFirst Refusal contained in this MSA.

Right of First Refusal. The Representative From and after the date of issuance of the Interests to Recipient, the Company shall have an irrevocable the first right to purchase any Interests proposed to be transferred to a third party by the Recipient. In the event the Recipient desires to accept a bona fide third-party offer for the transfer of first refusal any or all of the Interests (the “Right of First RefusalTarget Interests”), the Recipient shall promptly deliver to the Company written notice of the intended disposition (“Disposition Notice”) and the basic terms and conditions thereof, including the identity of the proposed purchaser. The Company shall, for a period of twelve fifteen (1215) months days following receipt of the Disposition Notice, have the right to repurchase all or any portion of the Target Interests upon the same terms and conditions specified in the Disposition Notice. Such right shall be exercisable by written notice (the “Exercise Notice”) delivered to the Recipient prior to the expiration of the fifteen (15) day exercise period. If such right is exercised, then the Company shall effect the repurchase of such Target Interests, including payment of the purchase price, not more than thirty (30) business days after the delivery of the Exercise Notice. At such time, the Recipient shall deliver to the Company the certificates representing the Target Interests to be repurchased, each certificate to be properly endorsed for transfer. Title to the Target Interests will pass concurrently with their delivery. Such delivery shall constitute a representation and warranty on the part of the Recipient that he has, and thereby conveys, good and marketable title to the Target Interests, free of all liens and encumbrances. In the event the Exercise Notice is not given by the Company to the Recipient within fifteen (15) days following the Closing Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary date of the Company, on terms and conditions agreed to by both ’s receipt of the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubtDisposition Notice, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent be deemed to have waived its right of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which first refusal with respect to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationproposed disposition.

Right of First Refusal. The Representative shall have an irrevocable right of first refusal Without limiting, and except for those transactions set forth in, Section 2(c) above, commencing (the “Right of First Refusal”), for a period of twelve (12a) months following the Closing Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after Competitive Arrangements, on the mailing of such written notice, then termination [***] Information has been omitted and filed separately with the Representative shall have no further claim or right Securities and Exchange Commission. Confidential treatment has been requested with respect to the Subject Transactionomitted portions. The Representative may electConfidential Treatment Requested by Tesla Motors, in its sole Inc. of the Exclusivity Period, and absolute discretion, not to exercise its Right of First Refusal (b) with respect to Permitted Arrangements, on the Effective Date hereof, and continuing until the expiration of Restricted Period, in the event that the Company or any Subject Transaction; provided that of its Affiliates receives a bona fide offer (including in the form of a term sheet containing customary reasonable details) from any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal Strategic Daimler Competitor, with respect to a Competitive Arrangement or Permitted Arrangement, as applicable, with such Strategic Daimler Competitor (a “Third Party Offer”), then the Company or such Affiliate, as applicable, shall provide Daimler with written notice of such Third Party Offer, specifying in reasonable detail the material terms and conditions of the same. Daimler shall have (45) forty-five days following Daimler’s receipt of such notice, to notify the Company or such Affiliate in writing (the “Daimler Notice”) if Daimler wishes to exercise the right to offer an agreement to the Company on substantially similar terms. Following such Daimler Notice, Daimler, on the one hand, and the Company or its Affiliate, on the other hand, shall use commercially reasonable efforts to actively execute within sixty (60) days of such Daimler Notice on any other Subject Transaction during such Competitive Arrangement or Permitted Arrangement for which Daimler has exercised its right of first refusal. If Daimler has not provided the period agreed to Daimler Notice within forty-five (45) days, or the Company or any of its Affiliates and Daimler has not entered into such transaction within (60) sixty days of such notice, as provided above. For the avoidance of any doubt, the Company or any of its Affiliates shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent be free to enter into the transaction with the applicable third party on the terms reflected in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationThird Party Offer.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole lead or joint-lead investment banker, sole lead or joint book-runner runner, and/or sole lead or joint placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed to by both customary for the Representative for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall and Xxxxxxx & Company (UK) Ltd. (“Laidlaw”) xxxx collectively have an irrevocable right of first refusal on an equal basis (the “Right of First Refusal”), for a period of twelve eighteen (1218) months following after the Closing Date, to act as sole and exclusive investment bankerbankers, sole and exclusive book-runner runners, sole and exclusive financial advisors, sole and exclusive underwriters and/or sole and exclusive placement agentagents, at the Representative’s and Laidlaw’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve eighteen (1218) month period for period, of the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed customary to by both the Representative and Xxxxxxx for such Subject Transactions. For the avoidance of any doubt, neither the Company nor any Subsidiary shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction for which the Representative and/or Xxxxxxx has exercised its Right of First Refusal, or prior to providing notice to the Representative and Xxxxxxx, without the express written consent of the Representative and Xxxxxxx. The Representative and Xxxxxxx shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in a Subject Transaction and the Representative in good faitheconomic terms of any such participation. The Company shall notify the Representative and Xxxxxxx of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service or email addressed to the Representative. If the Representative fails and Xxxxxxx fail to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative and Xxxxxxx shall have no further claim or right with respect to the Subject Transaction. The Representative and/or Xxxxxxx may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative and/or Xxxxxxx shall not adversely affect the Representative’s and/or Laidlaw’s Right of First Refusal with respect to such Subject Transaction or any other Subject Transaction during the eighteen (18) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of If the Representative unless and Xxxxxxx do not elect to exercise the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic material terms of any the Subject Transaction are subsequently materially modified as to scope and nature, then the Company will resubmit the proposed modified terms of the Subject Transaction in writing to the Representative and Xxxxxxx, and the Representative and Xxxxxxx shall have ten (10) Business Days after receipt of such participationwritten notice to advise the Company of its election to participate in the proposed transaction.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Effective Date of the Registration Statement, to act as sole investment bankerlead managing underwriter, sole book-runner and/or sole placement agent, or in any other similar capacity, at the Representative’s sole discretion, for each and every future public and offering for capital raising purposes registered with the Commission, or private equity and debt offering, financing including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed that are the same or more favorable to by both the Company comparing to terms and conditions offered to the Representative Company by other underwriters/placement agents. For the avoidance of any doubt, neither the Company nor any subsidiary shall retain, engage or solicit any additional investment banker, book-runner, underwriter and/or placement agent in good faitha Subject Transaction during the twelve (12) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its or its subsidiary’s intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered electronic mail or overnight courier service addressed to the Representative. If the Representative declines the terms of such Subject Transaction or fails to notify the Company of its intent to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. If the Representative declines to exercise the Right of First Refusal or is unable to provide same or more favorable terms to the Company under reasonable standard, the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not more favorable to such other person or persons than the terms presented to and declined by the Representative. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election election, rejection, waiver or failure to respond or act, by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any such offering and the economic terms of any such participation. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Effective upon the Closing and for a period of twenty (20) months from the Closing Date, the Company hereby grants the Representative shall have an irrevocable a right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner underwriter and book running manager and/or sole placement agent, at agent for any and all of the RepresentativeCompany’s sole discretion, for each and every future public and or private equity and equity, equity-linked or debt offering, including all equity linked financings offerings (each, a “Subject Transaction”), excluding commercial bank debt) during such twelve twenty (1220) month period for the Companyperiod, or any successor to or Subsidiary any current or future subsidiary of the Company, Company on terms and conditions agreed customary to by both the Company and the Representative in good faithfor such Subject Transactions. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim the sole right to determine whether or not any other broker dealer shall have the right with respect to participate in the Subject Transaction. The Representative may elect, in its sole Transactions and absolute discretion, not to exercise its Right the economic terms of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to aboveparticipation. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment bankerbank, book-runner, financial advisor, underwriter, sales agent underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative unless Representative. The right granted to the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which pursuant to reply, and this Right of First Refusal Section 4.20 shall not apply to any transaction where securities sold by the Company does not engage an investment bankerdirectly to its directors and affiliates, underwriterso long as no broker-dealer is involved in such a transaction. For the avoidance of doubt, placement agent the Representative’s rights pursuant to this Section 4.20 are subject to the Offering resulting in the Common Stock being listed or other intermediaryadmitted for trading on the New York Stock Exchange LLC or the Nasdaq Stock Market LLC. The Company shall provide written notice of its offer to engage the Representative with respect to a Subject Transaction and the Representative shall have notify the sole right Company within ten (10) Business Days of its receipt of such written offer as to determine whether or not any other broker-dealer it agrees to accept such retention. If the Representative declines such retention (or does not respond within the ten (10) Business Day notice period), then the Company shall have no further obligations to the right Representative pursuant to participate in any this Section 4.20 with respect to such Subject Transaction in which it exercises Transaction. For the avoidance of doubt, during the twenty (20) month period covered by this Right of First Refusal and Section 4.20, the economic terms of any such participationCompany shall provide written notice to the Representative prior to each Subject Transaction.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, each of the Representative and Chardan shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, each to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent (or, if both the Representative and Chardan elect to exercise the Right of First Refusal, joint and exclusive investment banker, joint and exclusive book-runner, joint and exclusive financial advisor, joint and exclusive underwriter and/or joint and exclusive placement agent, as the case may be), at each of the Representative’s or Chardan’s sole discretionand exclusive direction, for each and every future public and or private equity and or debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative or Chardan for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative in good faithand Chardan. The Company shall notify the Representative and Chardan of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the RepresentativeRepresentative and Chardan. If either the Representative or Chardan fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative or Chardan shall have no further claim or right with respect to the Subject Transaction. The Each of the Representative or Chardan may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative or Chardan shall not adversely affect the Representative’s and Chardan’s Right of First Refusal Refusal, as applicable, with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative and Chardan, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s and Chardan’s respective internal committee and any other conditions that the Representative and Chardan may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, commencing on May 11, 2020 (the “Commencement Date”), the Representative shall have an irrevocable a right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Commencement Date, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offeringofferings, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any Subject Transaction in which it exercises its right of first refusal and the Representative in good faitheconomic terms of any such participation. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Representative Representatives shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following from the Closing Effective Date, to act as sole investment bankerlead or co-lead managing underwriter, sole bookor a lead or co-runner and/or sole lead placement agent, at as the Representative’s sole discretioncase may be, for each on the Representatives’ customary terms and every future conditions agreed to by the Company, in the event the Company retains or otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue a registered, underwritten public and offering of securities (in addition to the Offering) or a private equity and debt offering, including all equity linked financings placement of securities (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative Representatives of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the RepresentativeRepresentatives. If the a Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing provision of such written notice, then the such Representative shall have no further claim or right with respect to the Subject Transaction. The Each Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the a Representative shall not adversely affect the such Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to aboveor any other Representative’s Right of First Refusal for such Subject Transaction. For the avoidance The terms and conditions of any doubtsuch engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representatives, market conditions, the absence of a Material Adverse Change, approval of the Representative’s internal committee and any other conditions that the Representatives may reasonably deem appropriate for transactions of such nature. The Representatives shall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent. To the extent that the terms of the Subject Transaction (or the compensation payable to the underwriters or agents engaged therefor) are subsequently amended or modified, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without again offer the express written consent of Representatives the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any on such Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationas amended or modified.

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Effective Date, to act as sole investment banker, sole book-book runner and/or sole placement agent, agent at the Representative’s sole discretion, discretion for each and every future public and private equity and public debt offering, including all equity equity-linked financings during such twelve (12) month period of the Company, or any successor to or any current or future subsidiary of the Company (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transaction. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in the Subject Transactions and the economic terms of such participation. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediaryTransaction. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal terms and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a Material Adverse Change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement and subject to the final paragraph of this section, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, except as set forth in the final paragraph of this section, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For Notwithstanding anything to the avoidance contrary herein, if the Company is under an existing right of any doubtfirst refusal with a prior underwriter during a portion of the Right of First Refusal period, during such period the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a first offer each Subject Transaction without to the express written consent of prior underwriter and if the Representative unless the Representative prior underwriter does not exercise its Right right of First Refusal after being provided adequate notice and expiration first refusal, then Representative shall have its exclusive right of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediaryfirst refusal set forth herein. The Representative shall have the sole right to determine whether or not any other broker-broker dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal such offering and the economic terms of any such participation.

Right of First Refusal. The Representative shall have For a period of twelve (12) months from the date this Agreement, the Company hereby grants the Agent an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive underwriter and/or sole and exclusive placement agent, at the RepresentativeAgent’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period period, for the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Agent for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, underwriter and/or placement agent in a Subject Transaction during such twelve (12) months period without the Representative in good faithexpress written consent of the Agent. The Company shall notify the Representative Agent of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the RepresentativeAgent. If the Representative Agent fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative Agent shall have no further claim or right with respect to the Subject Transaction. The Representative Agent may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative Agent shall not adversely affect the RepresentativeAgent’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Date, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offeringoffering , including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, subject to the terms hereto, during such 12 month period, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The For a period of twelve (12) months after the Closing Date, the Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of If the Representative unless the Representative does not exercise exercises s its Right of First Refusal after being provided adequate notice and expiration under this Section, it shall diligently pursue the consummation of any the Subject Transaction. In the event the Company consummates a Subject Transaction during the 12 months period following the Closing Date in which to reply, and this material breach of the Representative’s Right of First Refusal shall not apply to any transaction where under this Section 7.3, then, in full settlement of all claims against the Company does not engage an investment bankertherefor, underwriter, placement agent or other intermediary. The the total amount due by the Company to the Representative shall have for such breach will be equal to the sole right to determine whether or not any other broker-dealer shall have lesser of 7% of the right to participate in any gross proceeds received by the Company from the Subject Transaction in which it exercises this Right and warrants (with the same terms as the Representative’s Warrants) for the purchase of First Refusal 5% of shares of common stock sold (or, if the Subject Transaction involves the sale of securities convertible into common stock, the common stock underlying any securities sold under such Subject Transaction (excluding any over-allotment option)) or the maximum amount allowable under applicable FINRA rules and the economic terms of any such participationregulations.

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative and ThinkEquity shall collectively have an irrevocable a right of first refusal on an equal basis (the “Right of First Refusal”), for a period of twelve eighteen (1218) months following from the Closing Datecommencement of sales of the offering, to act as sole and exclusive investment bankerbankers, sole and exclusive book-runner runners, sole and exclusive financial advisors, sole and exclusive underwriters and/or sole and exclusive placement agentagents, at the Representative’s and ThinkEquity’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve eighteen (1218) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative and ThinkEquity for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction for which the Representative and/or ThinkEquity has exercised its Right of First Refusal without the express written consent of the Representative and ThinkEquity. The Representative and ThinkEquity shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in a Subject Transaction and the Representative in good faitheconomic terms of any such participation. For the avoidance of any doubt, such Right of First Refusal does not extend to mergers, acquisitions, joint ventures, licensing arrangements or any other similar non-capital raising transactions that may or may not involve a broker or similar finder. The Company shall notify the Representative and ThinkEquity of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails and ThinkEquity fail to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative and ThinkEquity shall have no further claim or right with respect to the Subject Transaction. The Representative and/or ThinkEquity may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative and/or ThinkEquity shall not adversely affect the Representative’s and/or ThinkEquity’s Right of First Refusal with respect to such Subject Transaction or any other Subject Transaction during the eighteen (18) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of If the Representative unless and ThinkEquity do not elect to exercise the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic material terms of any the Subject Transaction are subsequently materially modified as to scope and nature, then the Company will resubmit the proposed modified terms of the Subject Transaction in writing to the Representative and ThinkEquity, and the Representative and ThinkEquity shall have ten (10) Business Days after receipt of such participationwritten notice to advise the Company of its election to participate in the proposed transaction.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve six (126) months following after the Closing Datedate the Offering is completed, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offeringoffering for capital raising purposes registered with Commission, including all equity linked financings (each, a “Subject Transaction”), during such twelve six (126) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed to by both customary for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithsix (6) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered electronic mail or overnight courier service addressed to the Representative. .If the Representative declines the terms of such Subject Transaction or fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the six (6) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice .The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary any current or future subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in the Subject Transactions and the economic terms of such participation. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative. The Company may sell securities directly to its directors and affiliates as provided in the Representative Engagement Letter, so long as no broker-dealer is involved in good faithsuch a transaction. Provided, however, this Section 7.3 shall not apply to any purchase referred to in Section 3.19.1. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the six (6) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Representative Provided that the Company Firm Shares are sold in accordance with the terms of this Agreement, the Underwriter (or any Affiliate designated by the Underwriter) shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Date, to act as sole investment bankerbook-running manager, sole book-runner and/or sole underwriter, exclusive placement agent, at exclusive financial advisor or in any other similar capacity in the Representative’s sole discretionevent the Company or any of its subsidiaries seeks to raise funds in the United States by means of a public offering of securities (including without limitation an at-the-market facility), for each and every future public and a private equity and placement of securities, or any other capital-raising financing of equity, equity-linked or debt offering, including all equity linked financings securities (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative Underwriter of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the RepresentativeUnderwriter. If the Representative Underwriter (or any Affiliate of the Underwriter) fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten fifteen (1015) Business Days business days after the mailing receipt of such written notice, then the Representative Underwriter shall have no further claim or right with respect to the Subject Transaction. The Representative Underwriter may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative Underwriter shall not adversely affect the RepresentativeUnderwriter’s Right of First Refusal with respect to any other Subject Transaction during Transaction. If the period agreed to above. For the avoidance Underwriter (on behalf of itself or any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise Affiliate) exercises its Right of First Refusal after being provided adequate notice Refusal, the terms and expiration conditions of any period such engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Underwriter, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Underwriter’s internal committee and any other conditions that the Underwriter may deem appropriate for transactions of such nature. The agreement governing any such engagement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to reply, and this such transaction. The Right of First Refusal shall not apply to any transaction where granted hereunder may be terminated by the Company does not engage an investment banker, underwriter, placement agent for “Cause,” which shall mean a material breach by the Underwriter of this Agreement or other intermediary. The Representative shall have a material failure by the sole right Underwriter to determine whether or not any other broker-dealer shall have provide the right to participate in any Subject Transaction in which it exercises services as contemplated by this Right of First Refusal and the economic terms of any such participationAgreement.

Right of First Refusal. The Provided that the Public Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Date, effective date the Offering (the “ROFR Period”) to act as sole investment banker, sole book-runner and/or sole placement agent, at lead underwriter in connection with a public or private offering of equity securities of the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings Company or any subsidiary of or successor to the Company (each, a an “Subject TransactionEquity Offering”). During the ROFR Period, during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and any such subsidiary or successor will provide the Representative in good faith. The Company shall notify the Representative with written notice of its intention to pursue a Subject Transaction, including consummate an Equity Offering and the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representativerelating thereto. If the Representative fails to exercise its Right accept such proposed financing proposal within fifteen (15) days after receipt of First Refusal with respect to any Subject Transaction within ten (10) Business Days after a notice containing the mailing of such written noticematerial terms thereof, then the Representative shall have no further claim or right with respect to the Subject Transactionfinancing proposal contained in such notice. If, however, the terms of such financing proposal are subsequently modified in any material respect, the right of first refusal referred to herein shall apply to such modified proposal as if the original proposal had not been made and the Representative shall have fifteen (15) days to accept such modified proposal. The Representative may elect, in its sole and absolute discretion, not Representative’s failure to exercise its Right right of First Refusal first refusal with respect to any Subject Transaction; provided that any such election particular proposal shall not affect its right of first refusal relative to future proposals. If the Representative accepts the Company’s financing proposal and fails to complete the financing within the period agreed upon by the Representative and the Company in the proposal, the Representative shall not adversely affect the Representative’s Right have no further claim or right of First Refusal first refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent future Equity Offering of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediaryCompany. The Representative Company shall have the sole right right, at its option, to determine whether designate the Representative as lead underwriter or not co-manager of any other brokerunderwriting group or co-dealer placement agent of any proposed financing in full and complete satisfaction of its obligations hereunder, and the Representative shall have be entitled to receive as its compensation 50% of the right compensation payable to participate in any Subject Transaction the underwriting or placement agent group when serving as co-manager or co-placement agent and 33% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to a proposed financing in which it exercises this Right of First Refusal and the economic terms of any such participationthere are three co-managing or lead underwriters or co-placement agents.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate of effectiveness of the Registration Statement, to act as sole lead investment banker, sole lead book-runner runner, and/or sole lead placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Company agrees that following the Closing of the Offering, and provided that the Offered Securities are sold in accordance with the terms of this Agreement, it shall provide the Representative shall have an irrevocable the right of first refusal (the “Right of First Refusal”), ) for a period of twelve (12) months following after the Closing Date, date the Offering is completed to act as sole investment banker, sole book-runner runner, and/or sole placement agentagent (collectively, “Future Services”), at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for of the Company, or any successor to or Subsidiary any current or future subsidiary of the Company, on terms and conditions agreed customary to by both the representative for such Subjection Transaction. The Representative shall have the sole right to determine whether any other broker dealer shall have the right to participate in a Subject Transaction and the economic terms of such participation. For the avoidance of doubt, the Company and shall not retain, engage, or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent for Future Services without the Representative in good faithexpress written consent of the Representative. The In the event the Company shall notify notifies the Representative of its intention to pursue a Subject Transactionan activity that would enable the Representative to exercise its Right of First Refusal to provide Future Services, the Representative shall notify the Company of its election to provide such Future Services, including notification of the material compensation and other terms thereofto which the Representative claims to be entitled, by providing within ten (10) Business Days after receipt of such written notice thereof by registered mail or overnight courier service addressed the Company. In the event the Company engages the Representative to provide such Future Services, the Representative will be compensated as mutually agreed by the Company and the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within such ten (10) Business Days after the mailing of such written noticeperiod, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not Pursuant to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubtFINRA Rule 5110, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without have the express written consent of right to terminate this Agreement for cause if the Representative unless materially fails to provide the Representative does not exercise services set forth in this Agreement. Additionally, in the event the Company exercises its Right of First Refusal after being provided adequate notice and expiration right to terminate for cause, any obligations with respect to the payment of any period in which to reply, and this termination fee or Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationbe eliminated.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor (provided that nothing in this agreement shall restrict the Company from engaging a financial advisor in connection with an M&A transaction where such engagement does not include an offering component), sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on market terms and conditions agreed to by both for such Subject Transactions. For the avoidance of any doubt, the Company and shall not, during such twelve (12) month period, retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without complying with the Representative in good faithRight of First Refusal. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by email, registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise, or is deemed to not exercise by failing to respond, its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following from the Closing Date, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For In the avoidance of any doubt, event the Company fails to comply with this provision, damages shall not retainbe computed as $—, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice maximum allowable amount under applicable FINRA rules and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationregulations.

Right of First Refusal. The Provided that the Units are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offeringoffering for capital raising purposes registered with Commission, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed to by both customary for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered electronic mail or overnight courier service addressed to the Representative. If the Representative declines the terms of such Subject Transaction or fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, (i) the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”)refusal, for a period of twelve (12) 12 months following after the Closing Datedate the Offering is completed, to act as sole lead or joint-lead investment banker, sole lead or joint book-runner and/or sole lead or joint placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity equity-linked financings (each, a “Subject Transaction”), during such twelve (12) -month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions; and (ii) Northland Securities, Inc. (“Northland”) shall have an irrevocable right of first refusal, for a period of 12 months after the date the Offering is completed, to act as co-manager or co-placement agent, at Northland’s sole and exclusive discretion, for each and every future Subject Transaction. The rights of first refusal described in clauses (i) and (ii) are each referred to herein as a “Right of First Refusal.” For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The Company shall notify the Representative and Northland of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails and Northland each fail to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) 10 Business Days after the mailing giving of such written notice, then neither the Representative nor Northland shall have no any further claim or right with respect to the Subject Transaction. The Each of the Representative and/or Northland may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative or Northland shall not adversely affect the Representative’s Right of First Refusal of such person with respect to any other Subject Transaction during the 12-month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve six (126) months following after the Closing Effective Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and or private equity and or debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve six (126) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. Provided that the Firm Shares are sold in accordance with the terms of this Agreement for proceeds to the Company and in the aggregate amount of at least $15,000,000, the Representative shall have a Right of First Refusal for a period of twelve (12) months after the Effective Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each Subject Transaction during such twelve (12) month period of the Company, or any successor to or subsidiary of the Company, on terms and conditions customary to the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in good faitha Subject Transaction without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twenty-four (24) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, and sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary Subsidiaries of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises its right of first refusal and the Representative in good faitheconomic terms of any such participation. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For Notwithstanding the avoidance of any doubtforegoing, the Representative acknowledges, agrees, and consents that: (1) Northland Securities, Inc. (“Northland”) has a right of first refusal and additional rights (the “Northland Rights”) pursuant to a Purchase Agreement, dated September 9, 2014, between Northland and the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without and (2) the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which is subordinate to replythe Northland Rights until the Northland Rights expire on March 9, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation2016.

Right of First Refusal. The Provided that the gross proceeds to the Company from the Securities are sold in accordance with the terms of this Agreement are at least $14,000,000, the Representative and Maxim Group LLC (“Maxim”) shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve eighteen (1218) months following after the Closing Date, Effective Date to act as sole lead investment banker, sole book-runner lead bookrunner and/or sole lead placement agent, at the Representative’s and Maxim’s sole discretion, on the Representative’s (and if the Representative determines not to participate, in the Subject Transaction (as defined below), Maxim’s) customary terms and conditions, for each and every future public and private equity and debt offering, including all equity linked financings offering (each, a “Subject Transaction”); provided, during such twelve however, that if both the Representative and Maxim elect to participate in a Subject Transaction, the Representative shall be the “lead” participant and Maxim shall be the “joint” participant and their participation shall be on a pro rata basis based on the number of shares of Common Stock set forth opposite their respective names on Schedule 1 attached hereto. The Representative and Maxim (12to the extent they participate in the Subject Transaction) month period for shall, together with the Company, determine whether or not any successor other broker dealer shall have the right to or Subsidiary of the Company, on terms and conditions agreed to by both the Company participate in any Subject Transaction and the Representative in good faitheconomic terms of such participation. The Company shall notify the Representative and Maxim of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the RepresentativeRepresentative and Maxim. Each of the Representative and Maxim shall have the right to participate in each Subject Transaction. If the Representative fails or Maxim fail to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative or Maxim, as applicable, shall have no further claim or right with respect to the Subject Transaction. The Each of the Representative and Maxim may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative or Maxim shall not adversely affect the Representativeother party’s Right of First Refusal with respect to such Subject Transaction or either party’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediaryTransaction. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal terms and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative and/or Maxim, as applicable, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s and/or Maxim’s, as applicable, internal committee and any other conditions that the Representative and/or Maxim, as applicable may deem appropriate for transactions of such nature.

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings financings, in the U.S. (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions, other than any financings involving Wxxxxxx Xxxxxx Endeavor IMG Group or The Raine Group. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For In the avoidance of any doubt, event the Company fails to comply with this provision, damages shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without be computed as the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice maximum allowable amount under applicable FINRA rules and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationregulations.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve six (126) months following after the Closing DateDate (i.e., after the Offering of the Firm Shares is completed), to act as sole investment banker, sole book-runner runner, sole underwriter and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve six (126) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any Subject Transaction in which it exercises its right of first refusal and the Representative in good faitheconomic terms of any such participation. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the six (6) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Effective Date, to act as sole and exclusive investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretionand exclusive direction, for each and every future public and or private equity and or debt offering, including all equity linked financings (each, a “Subject Transaction”), in the event that the Company uses or retains the services of an investment banking firm, during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions customary to the Representative for such Subject Transactions; provided that such right shall not apply to any merger, acquisition or other similar transaction. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the twelve (12) month period agreed to by both above without the Company and express written consent of the Representative in good faithRepresentative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature. In the event the Company fails to comply with this Section 7.3, the sole and exclusive remedy shall be damages computed as the greater of (i) 1% of the public offering price of the Firm Securities and Option Securities (if any are purchased) multiplied by the number of Firm Securities and Option Securities (if any are purchased) sold or (ii) 5% of the aggregate underwriting or placement fees of such Subject Transaction, in either case not to exceed the maximum allowable amount under applicable FINRA rules and regulations.

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offeringoffering for capital raising purposes registered with Commission, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed to by both customary for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered electronic mail or overnight courier service addressed to the Representative. If the Representative declines the terms of such Subject Transaction or fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance The terms and conditions of any doubtsuch engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the Company shall not retain, engage or solicit any additional investment banker, book-runnerabsence of a material adverse change to the Company’s business, financial advisorcondition and prospects, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent approval of the Representative unless Representative’s internal committee and any other conditions that the Representative does not exercise its Right may deem appropriate for transactions of First Refusal after being provided adequate notice and expiration of any period in which such nature. Notwithstanding anything herein to replythe contrary, and this the Right of First Refusal shall not apply be subject to any transaction where FINRA Rule 5110(g), and the Company does not engage an investment bankershall have a right of termination for cause in connection with this Agreement, underwriter, placement agent or other intermediarywhich includes that the Company may terminate Representative’s engagement upon Representative’s material failure to provide the underwriting services described herein. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have Company’s exercise of the right of termination for cause will eliminate any obligations with respect to participate in any Subject Transaction in which it exercises this the Right of First Refusal and the economic terms of any such participationwhatsoever. 8. EFFECTIVE DATE OF THIS AGREEMENT AND TERMINATION THEREOF.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following from the Closing Effective Date, to act as sole investment banker, sole a book-runner and/or sole placement agentrunning manager or in any other similar capacity in the event the Company, at or any successor to or any subsidiary of the Representative’s sole discretionCompany, for retains or otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue each and every future public and offering of debt or equity securities (in addition to the Offering) or a private placement of equity and debt offering, including all equity linked financings securities (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, if any, to be undertaken by the Company, or any successor to or any subsidiary of the Company, during the twelve (12) month period following the Effective Date including the material terms thereof, by providing written notice thereof by e-mail, registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any such Subject Transaction within ten five (105) Business Days after the mailing receipt of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect (and related notice requirements) shall only apply to any the first Subject Transaction; provided that , if any, undertaken by the Company during the twelve (12) months after the Effective Date. The terms and conditions of any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent engagement of the Representative unless pursuant to exercise of the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any transaction where other conditions that the Company does not engage an investment bankerRepresentative may reasonably deem appropriate for transactions of such nature. Notwithstanding the foregoing, underwriter, the Representative shall be entitled to receive as its compensation for such engagement at least 42.5% of the compensation payable to the underwriting or placement agent group when serving as bookrunner or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationa similar capacity.

Right of First Refusal. The Representative Provided that the Securities are sold in accordance with the terms of this Agreement that results in not less than $10 million in net proceeds to the Company, the Placement Agent shall have an irrevocable a right of first refusal (the “"Right of First Refusal”"), for a period of twelve fourteen (1214) months following after the Closing Datedate the Offering is completed, to act act, except as set forth below, as sole investment banker, sole book-runner and/or sole placement agent, at the RepresentativePlacement Agent’s sole discretion, for each and every future public and private equity offering that is not an “at-the-market” offering (an ATM executed through a broker dealer as sales agent), and sole investment banker, sole book-runner and/or sole placement agent, at the Placement Agent’s sole discretion, for each and every future debt offering (such future public and private equity offering or debt offering, a “Future Offering”), including all equity linked financings (each, a “Subject Transaction”)financings, during such twelve fourteen (1214) month period for the Company, or any successor to or Subsidiary any subsidiary of the Company, on reasonable and customary terms. If the Company intends to enter into a definitive agreement with a third party for a Future Offering, the Company shall provide the Placement Agent with a written notice (the “ROFR Notice") describing in detail all the material commercial terms and conditions agreed of the proposed agreement, including the scope of the underwriting or placement services, the pricing and payment terms, and the duration and termination rights. The Company shall provide the ROFR Notice to the Placement Agent at least thirty (30) days before the anticipated execution date of the proposed agreement. Within ten (10) days after receiving the ROFR Notice, the Placement Agent may elect, by both written notice to the Company, to exercise the ROFR pursuant to which the Placement Agent shall have the right to act as sole investment banker, sole book-runner and/or sole placement agent for such Future Offering on commercial terms that are substantially the same as those set forth in in ROFR Notice and on such other reasonable and customary terms for such Future Offering as the Company and the Representative in good faith. The Company Placement Agent shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representativemanually agree. If the Representative fails Placement Agent exercises the Right of First Refusal, the parties shall negotiate in good faith to execute an underwriting or placement agent agreement for the Future Offering within twenty (20) days after the Placement Agent's notice to the Company exercising the Right of First Refusal, unless otherwise mutually agreed by the Company and the Placement Agent. If the Placement Agent does not exercise the Right of First Refusal within the 10-day period set forth above, the Company shall be free to enter into the proposed agreement with the third party for such Future Offering. The Placement Agent shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any such offering and the economic terms of any such participation; provided that the Placement Agent shall consider in good faith any broker dealer(s) proposed by the Company. The parties also agree that a Future Offering shall not be deemed to include, and no Right of First Refusal is granted to the Placement Agent in connection with, any of the following: (a) any equity securities directly issued by the Company pursuant to acquisitions or strategic transactions, including as part of any grant funding from a third party, or (b) any offer or sale of equity securities by the Company directly to non-U.S. persons domiciled in the following jurisdictions: China, Korea, Latin America (ex Caribbean and the Cayman Islands) and Middle East, in each case, in a private placement not otherwise involving a public offering. Notwithstanding anything to the contrary set forth above in this Section, the Placement Agent acknowledges that the Company is subject to a pre-existing agreement with a third party under which such third party has a right of first refusal to act as the co-lead bookrunning Placement Agent, co-lead initial purchaser, co-lead placement agent or co-lead selling agent, as the case may be, on any financing involving equity securities for the Company (the “Prior ROFR”). In the case the Placement Agent wishes to exercise its Right of First Refusal with respect hereunder, the Company will use its commercially reasonable efforts to any Subject Transaction within ten (10) Business Days after obtain a waiver of the mailing of Prior ROFR, but if such written noticeefforts are not successful, then the Representative shall have no further claim or right with respect rights granted above to the Subject TransactionPlacement Agent for any Future Offering for Company equity securities shall be deemed to provide the Placement Agent the rights to be left lead bookrunner, left lead placement agent or left lead selling agent, as applicable, with the Placement Agent retaining a minimum of 65% of the economics for such equity financing. The Representative Placement Agent may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative Placement Agent shall not adversely affect the Representative’s Placement Agent's Right of First Refusal with respect to any other Subject Transaction Future Offering during the fourteen (14) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative. Notwithstanding the foregoing, if another recognized investment bank has submitted a prospective acquisition to the Company, so long as the Representative shall continue to serve as book-runner or lead placement agent in good faitha Subject Transaction designed to provide financing for such acquisition, the Representative shall permit such other investment bank to serve as a managing underwriter or co-placement agent to participate in a Subject Transaction . The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Company agrees that it shall provide the Representative shall have an irrevocable a right of first refusal for eighteen (18) months from the later of the consummation of the Offering or termination or expiration of that certain engagement letter between the Company and Representative dated as of April 19, 2023 (the “Right of First RefusalEngagement Letter”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner runner, sole financial advisor, and/or sole placement agent, at the Representative’s sole discretion, for each and every Transaction (as such term is defined in the Engagement Letter, a “Transaction”), including future public and private equity and and/or debt offeringofferings, including all equity linked financings (eachfinancings, a “Subject Transaction”)mergers, during such twelve (12) month period for the Companybusiness combinations, recapitalizations, or any successor to sale of some or Subsidiary all of the equity or assets of the Company, on terms and conditions agreed to by both the Company and the Representative whether in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal conjunction with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial another advisor, underwriteror broker-dealer, sales agent and/or placement agent in a Subject Transaction without or on the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to replyCompany’s own volition, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker(collectively, underwriter, placement agent or other intermediary“Future Services”). The Representative shall have the sole right to determine whether or not any other broker-financial advisor or broker dealer shall have the right to participate in any Subject such Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation. Further, the Company shall promptly notify the Representative of a proposed Transaction and shall direct all third-party inquiries regarding a Transaction to the Representative within three (3) Business Days of receipt of such inquiry. If the Representative declines to exercise the Right of First Refusal, it shall do so by delivering prompt written notice thereof to the Company no later than ten (10) Business Days after receipt of the Company notice to the Representative (a “Declining Notice”). Failure by the Representative to notify the Company in writing of its decision to accept or decline its Right of First Refusal within such ten (10) Business Day period shall be deemed to be a delivery of a Declining Notice. The delivery of a Declining Notice with respect to a Transaction shall automatically terminate the Right of First Refusal with respect to such Transaction, effective as of the date thereof. In the event the Representative delivers or is deemed to have delivered a Declining Notice, the Company shall have the right to retain any other person or persons to provide such services with respect to the Transaction described in its notice to the Representative. The Right of First Refusal granted hereunder may be terminated by the Company for “Cause,” which shall mean a material breach by the Representative of this Agreement. The services provided by the Representative is solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities not a party hereto (including without limitation, securityholders, employees or creditors of the Company) as against the Representative or its directors, officers, agents and employees.

Right of First Refusal. The Representative shall have an irrevocable Provided that the Firm Securities are sold in accordance with the terms of this Agreement, for a period of eighteen (18) months from the Closing, the Company grants each of Maxim and Xxxxxx Xxxxxx & Co., LLC (“JG”) the right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole co-lead managing underwriters and co-book-runner and/or sole co-lead placement agent, at the Representative’s sole discretion, agents for each any and every all future public and or private equity and equity, equity-linked or debt offering(excluding commercial bank debt) offerings undertaken during such period by the Company, including all equity linked financings any Subsidiary, or any successor to the Company (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary at each of the CompanyMaxim’s and JG’s sole and exclusive discretion, on terms and conditions agreed customary to by each of Maxim and JG for such Subject Transactions. In the event that both Maxim and JG exercise their respective Right of First Refusal as to the same public equity offering, the economic participation between Maxim and JG for this Right of First Refusal on such future public equity offering shall be 50% to Maxim and 50% to JG. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of Maxim and the Representative in good faithJG. The Company shall notify the Representative Maxim and JG of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the RepresentativeMaxim. If the Representative Maxim fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative Maxim shall have no further claim or right with respect to the Subject Transaction. The Representative If JG fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then JG shall have no further claim or right with respect to the Subject Transaction. Each of Maxim and JG may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative Maxim or JG shall not adversely affect the Representative’s its Right of First Refusal with respect to any other Subject Transaction during the eighteen (18) month period agreed to above. For In the avoidance of any doubt, event the Company fails to comply with this provision, damages shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without be computed as the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice maximum allowable amount under applicable FINRA rules and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationregulations.

Right of First Refusal. The Company agrees that it shall provide the Representative shall have an irrevocable the right of first refusal (the “Right of First Refusal”), for a period of twelve (12) until 12 months following after the Closing Date, date the Offering is completed to act as sole investment banker, sole book-runner runner, and/or sole placement agentagent (collectively, “Future Services”), at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all public equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for of the Company, or any successor to or Subsidiary any current or future subsidiary of the Company. For the avoidance of doubt, on terms and conditions agreed to by both the Company and shall not retain, engage, or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent for Future Services without the Representative in good faithexpress written consent of the Representative. The In the event the Company shall notify notifies the Representative of its intention to pursue a Subject Transactionan activity that would enable the Representative to exercise its Right of First Refusal to provide Future Services, the Representative shall notify the Company of its election to provide such Future Services, including notification of the material compensation and other terms thereofto which the Representative claims to be entitled, by providing within eight (8) Business Days after receipt of such written notice thereof by registered mail or overnight courier service addressed the Company. In the event the Company engages the Representative to provide such Future Services, the Representative will be compensated as mutually agreed by the Company and the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten such eight (10) 8) Business Days after the mailing of such written noticeperiod, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may electPursuant to FINRA Rule 5110, in its sole and absolute discretion, not the Company shall have the right to exercise its terminate this Right of First Refusal for cause if the Representative materially fails to provide the services set forth in this Agreement. Additionally, in the event the Company exercises its right to terminate for cause, any obligations with respect to the payment of any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s termination fee or Right of First Refusal with respect to any other Subject Transaction during the period agreed to aboveshall be eliminated. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this foregoing Right of First Refusal shall not apply to any financing transaction where the Company does not engage an investment banker, underwriter, placement agent deals directly with the lender or other investor without using any intermediary. The Notwithstanding the forgoing, the Company shall promptly notify the Representative shall have in writing prior to the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms execution of any material definitive agreement relating to the financing with such participationlender or investor.

Right of First Refusal. The Representative Provided that the Firm Shares are sold in accordance with the terms of this Agreement, Aegis shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate of effectiveness of the Registration Statement, to act as sole lead investment banker, sole lead book-runner runner, and/or sole lead placement agent, at the Representative’s Aegis’ sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both Aegis for such Subject Transactions; provided, however that Maxim Group LLC shall have a right of first refusal to act as joint book-runner and/or co-lead placement agent with Aegis for all Subject Transactions during such term. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of Aegis. The Company shall notify the Representative Aegis of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the RepresentativeAegis. If the Representative Aegis fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative Aegis shall have no further claim or right with respect to the Subject Transaction. The Representative Aegis may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative Aegis shall not adversely affect the Representative’s Aegis’ Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by Aegis, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of Aegis’ internal committee and any other conditions that Aegis may deem appropriate for transactions of such nature.

Right of First Refusal. The Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner and/or sole placement agent, If at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings any time Company or any Borrower (each, a “Subject Transaction”)"Credit Party") becomes a debtor in possession pursuant to any bankruptcy or insolvency proceeding and receives from a third party an offer, during term sheet or commitment or makes a proposal accepted by any Person (each, an "Offer") which provides for debtor-in-possession working capital financing to a Credit Party, such twelve (12) month period for Credit Party shall immediately notify such third party making the CompanyOffer of Lenders' rights under this Section 4.27, or any successor to or Subsidiary and further shall immediately notify Collateral Agent of the CompanyOffer in writing (including all material terms of the Offer). Collateral Agent, on terms and conditions agreed to by both behalf of the Company and the Representative in good faith. The Company Lenders, shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within have ten (10) Business Days after the mailing receipt of such written noticenotice (the "Option Period") to agree to provide similar financing in the place of such Person upon substantially the same terms and conditions (or terms more favorable to such Credit Party) as set forth in the Offer. Collateral Agent shall notify Credit Party in writing of Lenders' acceptance of the Offer pursuant hereto (the "Acceptance Notice"), then in which case Credit Party shall obtain such financing from Lenders and shall not accept the Representative Offer from such other Person. If no Acceptance Notice has been received from Collateral Agent within the Option Period, Credit Party may consummate the Offer with the other Person on the terms and conditions set forth in the Offer (the "Transaction"); provided, however, that none of foregoing or any failure by Collateral Agent to issue an Acceptance Notice shall have no further claim be construed as a waiver of any of the terms, covenants or right conditions of any of the Loan Documents. If the Transaction is not consummated on the terms set forth in the Offer or with respect the Person providing the Offer or during the ninety (90) calendar day period following the expiration of the Option Period, Credit Party shall not be permitted to consummate the Transaction without again complying with this Section 4.27. The provisions of this Section 4.27 shall survive the payment in full of the Obligations and termination of this Agreement for a period of one month. Each of the Borrowers agrees that any debtor-in-possession financing under this Section 4.27 may be provided by the Lenders, pursuant to their Pro Rata Share, or by any of them or by any of their Affiliates, pursuant to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationLenders.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve six (126) months following after the Closing Datedate the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve six (126) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in any Subject Transaction in which it exercises its right of first refusal and the Representative in good faitheconomic terms of any such participation. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the six (6) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offeringoffering (excluding entering into a line of credit with a traditional bank or consummation of an acquisition, merger, business combination or similar transaction), including all equity linked financings and any financing (excluding any public or private equity or debt offering solely to related parties) in connection with such an acquisition, merger, business combination or similar transaction (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative. From and after the effectiveness of the Right of First Refusal, the right of first refusal granted pursuant to the underwriting agreement dated February 8, 2021 between the Company and the Representative in good faithpursuant to Section 3.3.1 thereof shall be terminated and replaced with the Right of First Refusal. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the eighteen (18) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offeringoffering for capital raising purposes registered with Commission, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed to by both customary for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction during the Representative in good faithtwelve (12) month period referred to above without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered electronic mail or overnight courier service addressed to the Representative. If the Representative declines the terms of such Subject Transaction or fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance The terms and conditions of any doubtsuch engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the Company shall not retain, engage or solicit any additional investment banker, book-runnerabsence of a material adverse change to the Company’s business, financial advisorcondition and prospects, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent approval of the Representative unless Representative’s internal committee and any other conditions that the Representative does not exercise its Right may deem appropriate for transactions of First Refusal after being provided adequate notice and expiration of any period in which such nature. Notwithstanding anything herein to replythe contrary, and this the Right of First Refusal shall not apply be subject to any transaction where FINRA Rule 5110(g), and the Company does not engage an investment bankershall have a right of termination for cause in connection with this Agreement, underwriter, placement agent or other intermediarywhich includes that the Company may terminate Representative’s engagement upon Representative’s material failure to provide the underwriting services described herein. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have Company’s exercise of the right of termination for cause will eliminate any obligations with respect to participate in any Subject Transaction in which it exercises this the Right of First Refusal and the economic terms of any such participationwhatsoever.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole discretionand exclusive direction, for each and every future public and or private equity and or debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice The terms and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature.

Right of First Refusal. The Representative Provided that the Series A Preferred Stock are sold in accordance with the terms of this Agreement, the Placement Agent shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Placement is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the RepresentativePlacement Agent’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Placement Agent for such Subject Transactions. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the Representative in good faithexpress written consent of the Placement Agent. The Company shall notify the Representative Placement Agent of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the RepresentativePlacement Agent. If the Representative Placement Agent fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days business days after the mailing of such written notice, then the Representative Placement Agent shall have no further claim or right with respect to the Subject Transaction. The Representative Placement Agent may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative Placement Agent shall not adversely affect the RepresentativePlacement Agent’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as sole investment banker, sole book-runner runner, and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for period, of the Company, or any successor to or Subsidiary any current or future subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in the Subject Transactions and the economic terms of such participation. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative unless Representative does not timely exercise the Right of First Refusal pursuant to the next paragraph. Notwithstanding the foregoing, the Company may sell securities directly to its directors and affiliates without application of the Right of First Refusal, so long as no broker-dealer is involved in good faithsuch a transaction. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereofthereof proposed by the Company, by providing written notice thereof by fax, registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable the right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner and/or sole lead book running manager or lead placement agent, at the Representative’s sole discretion, agent for each and every future public and private equity and equity-linked offering and every future debt offeringoffering for a period of 18 months following the closing of the Business Combination, including all equity linked financings provided that such Right of First Refusal shall not have a duration of more than three years from the effective date of the Registration Statement as permitted under FINRA Rule 5110(f)(2)(E) (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed Transaction; and provided, further that, pursuant to above. For the avoidance of any doubtFINRA Rule 5110(f)(2)(E)(ii), the Company Representative shall not retain, engage have more than one opportunity to waive or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without terminate the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration in consideration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent payment or other intermediaryfee. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal terms and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature. Notwithstanding the foregoing, the Representative shall be entitled to receive as its compensation at least 30% of the compensation payable to the underwriting or placement agent group when serving as co-manager and at least 20% of the compensation payable to the underwriting placement agent group when serving as co-manager with respect to a proposed financing in which there are three co-managing or lead underwriters or co- placement agents.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall and Lxxxxxx & Company (UK) Ltd. (“Laidlaw”) hxxx collectively have an irrevocable right of first refusal on an equal basis (the “Right of First Refusal”), for a period of twelve eighteen (1218) months following after the Closing Date, to act as sole and exclusive investment bankerbankers, sole and exclusive book-runner runners, sole and exclusive financial advisors, sole and exclusive underwriters and/or sole and exclusive placement agentagents, at the Representative’s and Laidlaw’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve eighteen (1218) month period for period, of the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed customary to by both the Representative and Lxxxxxx for such Subject Transactions. For the avoidance of any doubt, neither the Company nor any Subsidiary shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction for which the Representative and/or Lxxxxxx has exercised its Right of First Refusal, or prior to providing notice to the Representative and Lxxxxxx, without the express written consent of the Representative and Lxxxxxx. The Representative and Lxxxxxx shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in a Subject Transaction and the Representative in good faitheconomic terms of any such participation. The Company shall notify the Representative and Lxxxxxx of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service or email addressed to the Representative. If the Representative fails and Lxxxxxx fail to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative and Lxxxxxx shall have no further claim or right with respect to the Subject Transaction. The Representative and/or Lxxxxxx may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative and/or Lxxxxxx shall not adversely affect the Representative’s and/or Laidlaw’s Right of First Refusal with respect to such Subject Transaction or any other Subject Transaction during the eighteen (18) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of If the Representative unless and Lxxxxxx do not elect to exercise the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic material terms of any the Subject Transaction are subsequently materially modified as to scope and nature, then the Company will resubmit the proposed modified terms of the Subject Transaction in writing to the Representative and Lxxxxxx, and the Representative and Lxxxxxx shall have ten (10) Business Days after receipt of such participationwritten notice to advise the Company of its election to participate in the proposed transaction.

Right of First Refusal. The Representative shall have an irrevocable In the event HMRI determines (in its sole discretion) to launch * pursuant to HMRI's new drug application, HMRI will provide Rugby the right of first refusal on terms proposed by HMRI in good faith as terms which would be acceptable to an unaffiliated third party, upon which HMRI would supply * (the “Right of First Refusal”"Terms"), for a period of twelve (12) months following . Concurrently with the Closing Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary delivery of the CompanyTerms, HMRI shall deliver to Rugby all reasonably sufficient information in its possession relating to the sale of * reasonably requested by Rugby and required for Rugby to determine whether to accept the Terms. Rugby shall keep the Terms confidential and shall have ten (10) business days to accept such Terms, which acceptance shall be in writing in accordance with the provisions of Section 11.1 herein. In the event Rugby does not accept the Terms within such time period, HMRI may offer such Terms to any other party and may negotiate with another party ready, willing and able to enter into an agreement; PROVIDED, HOWEVER, HMRI may not enter into an agreement with any other party on terms and conditions agreed less favorable in the aggregate to by both HMRI than the Company Terms (such less favorable in the aggregate terms and conditions being referred to as the Representative "Other Party Terms"), without first offering to enter into an agreement with Rugby on the Other Party Terms. Upon receipt of such offer, Rugby shall keep the Other Party Terms confidential and shall have five (5) business days to accept the Other Party Terms, which acceptance shall be in good faithwriting in accordance with the provisions of Section 11.1 herein. The Company shall notify In the Representative of its intention event Rugby does not accept such Other Party Terms within such time period, HMRI may enter into an agreement with any other party on terms and conditions at least as favorable in the aggregate to pursue a Subject TransactionHMRI as the Other Party Terms; PROVIDED, including FURTHER, that in the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed event that HMRI offers to the Representative. If the Representative fails to exercise its Right of First Refusal enter into an agreement with any other party with respect to any Subject Transaction within ten (10) Business Days after * on terms and conditions less favorable in the mailing of aggregate to HMRI than the then existing Other Party Terms, HMRI shall first offer such written notice, then the Representative terms and conditions to Rugby and Rugby shall keep such terms and conditions confidential and shall have no further claim or right five (5) business days to accept such terms and conditions offered by HMRI, which acceptance shall be in writing in accordance with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right provisions of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.Section 11.1

Right of First Refusal. The Provided that the aggregate gross proceeds from the Offering (before deducting underwriting discounts and commission and transaction expenses, and without considering any overallotment option) are at least $5.5 million, the Representative shall have an irrevocable have, for a period of six (6) months after the Closing Date of the Offering, a right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner lead managing underwriter and/or sole placement agent, at the Representative’s sole discretion, agent for each any and every all future public and or private equity and equity, equity-linked or debt offering, including all equity linked financings offerings (each, a “Subject Transaction”), excluding commercial bank debt) during such twelve six (126) month period for of the Company, Company or any successor to or Subsidiary subsidiary of the Company; provided, on terms and conditions agreed however, that this right will not apply to any offering conducted in conjunction with a merger, business combination or similar-type transaction or to the issuance by both the Company and of stock options, shares of capital stock of the Representative in good faithCompany or other awards under any equity compensation plan of the Company. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by email, registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its the Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the six (6) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless If the Representative does not elect to exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic material terms of any the Subject Transaction are subsequently materially modified as to scope and nature, then the Company shall resubmit the proposed modified terms of the Subject Transaction in writing to the Representative, and the Representative shall have five (5) Business Days after receipt of such participationwritten notice to advise the Company of its election to participate in the proposed transaction. If the Representative elects to exercise the Right of First Refusal, then it shall have equal economic rights in the Subject Transaction.

Right of First Refusal. The Representative Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Underwriter shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve ninety (1290) months following days after the Closing Date, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor (provided that nothing in this agreement shall restrict the Company from engaging a financial advisor in connection with an M&A transaction where such engagement does not include an offering component), sole and exclusive underwriter and/or sole and exclusive placement agent, at the RepresentativeUnderwriter’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve ninety (1290) month period for day period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on market terms and conditions agreed to by both for such Subject Transactions. For the avoidance of any doubt, the Company and shall not, during such ninety (90) day period, retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without complying with the Representative in good faithRight of First Refusal. The Company shall notify the Representative Underwriter of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by email, registered mail or overnight courier service addressed to the RepresentativeUnderwriter. If the Representative Underwriter fails to exercise, or is deemed to not exercise by failing to respond, its Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days days after the mailing receipt of such written notice, then the Representative Underwriter shall have no further claim or right with respect to the such Subject Transaction. The Representative Underwriter may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative Underwriter shall not adversely affect the RepresentativeUnderwriter’s Right of First Refusal with respect to any other Subject Transaction during the ninety (90) day period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve three (123) months following after the Closing Effective Date, to act as sole investment banker, sole or lead book-runner and/or sole placement agentrunning manager or in any other similar capacity, at in the Representative’s sole discretionevent the Company or any Subsidiary retains the services of an investment bank or similar financial advisor to pursue a registered, for each and every future underwritten public and private equity and debt offering, including all equity linked financings offering of securities (each, in addition to the Offering) (a “Subject Transaction”), during such twelve (12) month period for ; provided that the Company, or any successor to or Subsidiary Right of First Refusal shall only be effective if the Company, on terms and conditions agreed to by both the Company and the Representative in good faithOffering closes. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to aboveTransaction. For the avoidance The terms and conditions of any doubtsuch engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the Company shall not retain, engage or solicit any additional investment banker, book-runnerabsence of a Material Adverse Change to the Company’s business, financial advisorcondition and prospects, underwriterapproval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature. Notwithstanding the foregoing, sales agent and/or the Representative shall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to a proposed financing in a Subject Transaction without the express written consent which there are two co-managing or lead underwriters or co-placement agents and at least 33% of the Representative unless compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to a proposed financing in which there are three co-managing or lead underwriters or co-placement agents; provided that no compensation shall be payable to the Representative does pursuant to this sentence if the Representative did not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationRefusal.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative (or any affiliate designated by the Representative) shall have an irrevocable right of first refusal (the “Initial Right of First Refusal”), for a period of twelve (12) months following from the Closing DateDate (the “Initial ROFR Period”), to act as sole investment bankerbook-running manager, sole book-runner and/or underwriter or sole placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and offering (including any offering made pursuant to an at-the-market facility), private equity and placement or any other capital-raising financing of equity, equity-linked or debt offeringsecurities of the Company, including all equity linked financings or any successor to the Company (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, Initial ROFR Period on terms and conditions customary to the Representative for such Subject Transactions. During the period commencing at the end of the Initial ROFR Period and until the 12-month anniversary thereafter (the “Subsequent ROFR Period”), the Representative (or any affiliate designated by the Representative) shall have an irrevocable right of first refusal (the “Subsequent Right of First Refusal”) to act as joint book-running manager or co-lead placement agent for any Subject Transaction and be entitled to receive at least 40% of the economics of such Subject Transaction, in which case the identity of the other members of the syndicate shall be mutually agreed to upon by both the Company and the Representative Representative. For the avoidance of any doubt, during the Initial ROFR Period and the Subsequent ROFR Period, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in good faitha Subject Transaction without the express written consent of the Representative. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Initial Right of First Refusal or Subsequent Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Initial Right of First Refusal or Subsequent Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Initial Right of First Refusal or Subsequent Right of First Refusal with respect to any other Subject Transaction during Initial ROFR Period or the period agreed to above. For the avoidance of any doubtSubsequent ROFR Period, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationrespectively.

Right of First Refusal. The Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve twenty (1220) months following after the Closing Date, to act as sole and exclusive investment banker, sole and exclusive book-runner runner, sole and exclusive financial advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve twenty (1220) month period for period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative; provided that, subject to the express written consent of the Representative, which shall not be unreasonably withheld, the Company shall have the right to designate a co-manager or co-placement agent in Subject Transaction on terms and conditions customary to the Representative in good faithand at the Representative’s sole discretion. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the twenty (20) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Representative Provided that the Firm Securities are sold in accordance with the terms of this Agreement, the Representatives shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Datedate of commencement of sales of the Offering, to act as sole joint lead investment bankerbankers, sole joint lead book-runner runners, joint lead financial advisors, joint lead underwriters and/or sole joint lead placement agentagents, at the Representative’s Representatives’ sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for 12)-month period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary and acceptable to by both the Representatives for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representatives; provided that, subject to the express written consent of the Representatives, which shall not be unreasonably withheld, the Company shall have the right to designate a co-manager or co-placement agent in Subject Transaction on terms and conditions customary and acceptable to the Representative in good faithRepresentatives and at the Representatives’ sole discretion. The Company shall notify the Representative Representatives of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the RepresentativeRepresentatives. If the Representative Representatives fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing receipt of such written notice, then the Representative Representatives shall be deemed to have no further claim or right with respect elected to the Subject Transactionnot exercise its Right of First Refusal. The Any Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the such Representative shall not adversely affect the Representative’s Representatives’ Right of First Refusal with respect to any other Subject Transaction during the twelve (12)-month period agreed to above. For If the avoidance Representatives do not elect to exercise the Right of any doubtFirst Refusal, either explicitly or by failing to respond within the five (5) Business Day period, but the material terms of the Subject Transaction are subsequently materially modified as to scope and nature, then the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a will resubmit the proposed modified terms of the Subject Transaction without in writing to the express Representatives, and the Representatives shall have five (5) Business Days after receipt of such written consent notice to advise the Company of its election to participate in the Representative unless proposed transaction. If the Representative does not Representatives fails to exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which with respect to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right within five (5) Business Days after the receipt of First Refusal and such written notice, then the economic terms of any such participationRepresentatives shall have no further claim or right with respect to the Subject Transaction.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following from the Closing Date, to act as sole investment banker, sole a book-runner and/or sole placement agentrunning manager or in any other similar capacity in the event the Company, at or any successor to or any subsidiary of the Representative’s sole discretionCompany, for retains or otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue each and every future public and offering of debt or equity securities (in addition to the Offering) or a private placement of equity and debt offering, including all equity linked financings securities (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, if any, to be undertaken by the Company, or any successor to or any subsidiary of the Company, during the twelve (12) month period following the Closing Date including the material terms thereof, by providing written notice thereof by e-mail, registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any such Subject Transaction within ten five (105) Business Days after the mailing receipt of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect (and related notice requirements) shall only apply to any the first Subject Transaction; provided that , if any, undertaken by the Company during the twelve (12) months after the Closing Date. The terms and conditions of any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent engagement of the Representative unless pursuant to exercise of the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any transaction where other conditions that the Company does not engage an investment bankerRepresentative may reasonably deem appropriate for transactions of such nature. Notwithstanding the foregoing, underwriter, the Representative shall be entitled to receive as its compensation for such engagement at least 42.5% of the compensation payable to the underwriting or placement agent group when serving as bookrunner or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationa similar capacity.