Common use of Future Service Clause in Contracts

Future Service. For a period of twelve months from the Closing of the Offering, the Company grants the Representative the right of first refusal (provided the Offering is completed) to provide investment banking services to the Company on an exclusive basis and on terms that are the same or more favorable to the Company comparing to terms offered to the Company by other underwriters/placement agents (such right, the “Right of First Refusal”), which right is exercisable in the Representative’s sole discretion. For these purposes, investment banking services shall include, without limitation, (a) acting as lead manager for any underwritten public offering; and (b) acting as placement agent or initial purchaser in connection with any private offering of securities of the Company. The Representative shall notify the Company of its intention to exercise the Right of First Refusal within fifteen (15) business days following notice in writing by the Company. Any decision by the Representative 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 be mutually agreed upon, and indemnification of the Representative and shall be subject to general market conditions, provided the terms for such financing or transaction are the same or more favorable to the Company comparing to terms offered to the Company by other underwriters/placement agents. 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 Right of First Refusal granted hereunder shall be subject to FINRA Rule 5110(g)(5), including that it may be terminated by the Company for “Cause,” which shall mean a breach by the Representative of this Agreement or a material failure by the Representative to provide the services as contemplated by this Agreement. The services provided by the Representative hereunder are 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, stockholders, employees or creditors of the Company) as against the Representative or its directors, officers, agents and employees.

Future Service. For The Company and the Placement Agent agree that for a period of twelve eighteen (18) months from the Closing of the OfferingDate, the Company grants the Representative Placement Agent the right of first refusal (provided the Offering is completed) to provide investment banking services to the Company on an exclusive basis and on terms that in the matters below, for which investment banking services are the same or more favorable to sought by the Company comparing to terms offered to the Company by other underwriters/placement agents (such right, the “Right of First Refusal”), which right is exercisable in the RepresentativePlacement Agent’s sole discretion. For these purposes, investment banking services shall include, without limitation, (a) acting as lead or joint-lead manager for any underwritten public offering; and (b) acting as lead or joint book-runner and/or lead or joint placement agent or agent, initial purchaser in connection with any private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. The Representative Placement Agent shall notify the Company of its intention to exercise the Right of First Refusal within fifteen (15) 15 business days following notice in writing by the Company. Any decision by the Representative Placement Agent 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 be mutually agreed upon, and indemnification of the Representative Placement Agent and shall be subject to general market conditions. In compliance with FINRA Rule 5110(g)(6)(A), provided in no circumstances the terms for such financing Right of First Refusal shall have a duration of more than three years from the commencement of sales of the public offering or transaction are the same or more favorable to termination date of the engagement between the Company comparing to terms offered to and the Company by other underwriters/placement agentsPlacement Agent. If the Representative Placement Agent declines to exercise the Right of First Refusal or is unable to provide same or more favorable terms to the Company under reasonable standardRefusal, 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 RepresentativePlacement Agent. The Right of First Refusal granted hereunder shall be subject to FINRA Rule 5110(g)(5), including that it may be terminated by the Company for “Cause,” which shall mean a material breach by the Representative Placement Agent of this Agreement or a material failure by the Representative Placement Agent to provide the services as contemplated by this Agreement. The services provided by the Representative Placement Agent hereunder are 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, stockholderssecurityholders, employees or creditors of the Company) as against the Representative Placement Agent or its directors, officers, agents and employees.