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 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 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 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 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 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 eighteen (1218) months following after the Closing Datedate the Offering is completed, (i) 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 Representative’s sole discretion, agent for each and every future public and private equity and debt offering, including all equity linked financings of the Company, or any successor to or subsidiary of the Company (each, a “Financing Transaction”) and (ii) to act as sole and exclusive financial advisor of the Company or any successor to or subsidiary of the Company in connection with (A) the acquisition or disposition of business units or assets, (B) the acquisition of any of its outstanding securities, (C) an exchange or tender offer, or (D) a merger, amalgamation, arrangement, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off (each, an “Acquisition Transaction” and together with a Financing Transaction, each, a “Subject Transaction”), at the Representative’s sole and exclusive discretion, during such twelve eighteen (1218) month period for the Company, or any successor to or Subsidiary of the Companyperiod, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. The Representative will have the sole right to determine whether or not any other broker dealer will have the right to participate in any Subject Transaction 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 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 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 a 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 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 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 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 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 Company and the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), agree that for a period of twelve (12) months following from the Closing Date, whether or not the engagement contemplated under this Agreement is terminated (other than termination for Cause, as defined below), the Company grants the Representative the right (provided that the Offering is completed) to act as sole investment banker, sole book-runner, sole placement agent and/or sole advisor, at the representative’s sole discretion, with respect to such financing or refinancing; or (ii) decides to raise funds by means of an equity offering or a private placement of equity or debt securities using an underwriter or placement agent, the representative (or any affiliate designated by the Representative) shall have the right to act as exclusive financial advisor, 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 such financing (each, a the “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 TransactionRefusal”). 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 be subject to any transaction where FINRA Rule 5110(g)(5), including that it may be terminated by the Company does not engage an investment bankerfor Cause, underwriter, placement agent or other intermediarywhich shall mean a material breach by the Representative of this Agreement. The Representative shall have notify the sole right Company of its intention to determine whether or not 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 broker-dealer 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. If the Representative declines to exercise the Right of First Refusal, the Company shall have the right to participate in retain any Subject Transaction in other person or persons to provide such services on terms and conditions which it exercises this Right are not more favorable to such other person or persons than the terms declined by the Representative. The services provided by the Representative is solely for the benefit of First Refusal 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 economic terms of any such participationCompany) as against the Representative or its directors, officers, agents, and employees.

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 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 (i) as sole investment banker, sole book-runner and/or running manager, sole underwriter, sole placement agentagent or in any other similar capacity with respect to any public offering of securities (including without limitation an at-the-market facility), at a private placement of securities, or any other capital-raising financing of equity, equity-linked or debt securities using an underwriter, placement agent or similar party, in each case by the Representative’s Company or any of its subsidiaries; (ii) as exclusive financial advisor in connection with any business disposition, acquisition, merger, consolidation or other business combination, or any recapitalization, reorganization, restructuring or other similar transaction (including, without limitation, an extraordinary dividend or distribution or a spin-off or split-off, by the Company or any of its subsidiaries that utilizes a financial advisor; and (iii) sole discretionbook-runner, for each and every future public and private equity and debt offeringsole manager, including all equity linked financings sole placement agent or sole agent in connection with any finance or refinance of indebtedness of the Company or any of its subsidiaries that utilizes a manager or agent (eachas applicable, 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 Underwriter (on behalf of itself or any Affiliate) exercises its Right of First Refusal, the avoidance 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 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 such transaction. If the Underwriter declines to exercise the Right of First Refusal, the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not retainmore favorable to such other person or persons than the terms declined by the Underwriter. In accordance with FINRA Rule 5110(g)(5), 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 granted hereunder may be terminated by the Company for “Cause,” which shall mean a material breach by the Underwriter of any period in which this Agreement or a material failure by the Underwriter to reply, and provide the services as contemplated by this Agreement. The Right of First Refusal shall not apply to any transaction where the extent that the Company does not engage an investment bankerand/or its Affiliate acts for the Company in any of the above-mentioned roles (sole book-running manager, sole underwriter, sole placement agent agent, exclusive financial advisor or other intermediary. The Representative shall have similar capacity) for a capital-raising financing of equity, equity-linked or debt securities outside 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 participationUnited States.

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 Company’s sole discretion), for a period of twelve and (12ii) months following the Closing Date, to act as sole investment bankerbankers, sole book-runner runners, sole financial advisors, sole underwriters and/or sole placement agentagents, 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 Provided that the Units 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 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 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 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 Placement Agent for such Subject Transactions. The Placement Agent will have the sole right to determine whether or not any other broker dealer will have the right to participate in any Subject Transaction 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 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 after the mailing receipt 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 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 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 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 delivery 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 (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 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 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, 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 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 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 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 Company reaffirms that pursuant to the public offering registered with the SEC under ▇▇▇▇▇ 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 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, for which a fee, compensation or other remuneration is to be paid to any investment banker, book-runner, placement agent, finder or similar third party, 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 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, 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 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 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 twenty-four (1224) 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 Subject 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 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 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 (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment bankerbankers, sole book-runner runners, and/or sole placement agentagents, 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 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 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 If, from the Closing Date until the 12-month anniversary following the consummation of the Offering, the Company or any of its subsidiaries decides to raise funds in the U.S. by means of a public offering (including through an at-the-market facility) or a private placement or any other capital-raising financing of equity, equity-linked or debt securities using an underwriter, dealer manager, book runner or placement agent, the Representative (or any affiliate designated by the Representative) shall have the first right to act as sole book-running manager, sole underwriter, sole dealer manager or sole placement agent on an irrevocable right of first refusal exclusive basis for such financing (the “Right of First Refusal”), for a period provided that the terms offered by the Representative shall be the same or more favorable to the Company comparing to terms offered to the Company by other underwriters/placement agents. Each of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at transactions described in the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, foregoing sentence is a “Subject Transaction”), during such twelve (12) month period for ” and the Company, or any successor rights granted to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faiththis Section 3.22 are individually and collectively 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 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 fifteen (1015) Business Days 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 one (1) year period agreed to above. For Any decision by the avoidance 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 any doubtsimilar size and nature, the Company shall not retainas may be mutually agreed upon, 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 and indemnification of the Representative unless 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 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 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 fifteen (15) business days after receipt of such written notice to advise the Company of its election to participate in the proposed transaction. The Representative’s Right of First Refusal is subject to the Company’s right of “termination for cause,” which shall include the Representative’s material failure to provide the underwriting services contemplated in this Underwriting Agreement. The Company’s exercise of its right of “termination for cause” eliminates any such participationobligation with respect to the right of first refusal.

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 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 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 commencing on the Closing Date and ending twelve (12) months following after the Closing DateDate (the “ROFR Period”), to act as sole lead or joint-lead investment banker, sole lead or joint book-runner and/or sole runner, lead or joint placement agent, and/or advisor at the Representative’s sole and exclusive discretion, for each and every any future public and public, private equity and or debt offering, including all an equity linked financings financing, or for a merger or acquisition transaction (each, a “Subject Transaction”), during such twelve (12) month period for ROFR Period, of the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both customary for the Representative for a Subject Transaction. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional lead or joint-lead investment banker, book-runner, placement agent and/or advisor in a Subject Transaction during the Representative in good faithROFR 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 fail 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 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 a 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 ROFR 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 participationengagement shall be set forth in a separate agreement 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 committees and any other conditions that the Representative may deem appropriate for a transaction 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 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 that are the same or more favorable to by both the Company comparing to terms offered to the Company by other underwriters or placement agents, as applicable, 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 Representative 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 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 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, 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 may deem appropriate for transactions of such nature. Such right of first refusal is subject to FINRA Rule 5110(g), which grants the Company a right of termination for cause, which includes that the Company may terminate the Representative’s engagement upon the Representative’s material failure to provide the underwriting services required by this Agreement. The Company’s exercise its of the right of termination for cause will eliminate any obligations with respect to the 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 participationset forth above.

Right of First Refusal. The Representative shall have an irrevocable During the period ending 12 months after the Closing Date, if and only if the closing of the purchase of the Firm Securities hereunder actually occurs, the Company grants the Representatives each 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 lead or joint-lead investment banker, sole booklead or joint-lead book runner and/or sole lead or joint placement agent, agent at each of the Representative’s sole Representatives’ discretion, for each and every future public and private equity and equity, equity-linked or debt (excluding commercial bank 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, Company on terms and conditions agreed customary to by both the Representatives. For the avoidance of doubt, this right of first refusal shall not cover any securities issued pursuant to obligations that are outstanding on the Closing Date. If the Company and notifies the Representative in good faith. The Company shall notify the Representative Representatives of its intention to pursue a Subject Transactioncapital raising transaction that would enable the Representatives to exercise their right of first refusal to provide the services contemplated by this Section 3.21, then the Representatives shall notify the Company of their election to provide such services, including notification of the material compensation and other terms thereofto which the Representatives claims to be entitled, 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 receipt of such written noticenotice by the Company. If the Representatives fail to exercise this right of first refusal with respect to any such transaction within such ten (10) Business Days period, then the Representative Representatives shall have no further claim or right with respect to the Subject Transactionsuch 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 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 terminate this Agreement for cause if the Representatives materially fail to provide the services set forth in this Agreement. Additionally, if the Company exercises its right to terminate for cause, any Subject Transaction in which it exercises this Right of First Refusal and obligations with respect to the economic terms payment of any such participation.termination fee or right of first refusal shall be eliminated

Right of First Refusal. The Representative shall have In connection with the Company’s initial public offering (the “IPO”) that closed on November 15, 2021, pursuant to the terms of that certain underwriting agreement, dated November 10, 2021, by and between the Company and ThinkEquity LLC, the Company granted ThinkEquity LLC, for a period of eighteen (18) months following the closing of such IPO, an irrevocable right of first refusal (the “Right of First Refusal”), ) for a period of twelve eighteen (1218) months following from the Closing Date, closing date of the IPO to act as sole and exclusive investment banker, sole and exclusive book-runner runner, and/or sole and exclusive 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 described above, for 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 Right of First Refusal shall be subject to FINRA Rule 5110(g)(5)(B), including that the Right of First Refusal may be terminated by the Company for “cause,” which shall include the Representative’s material failure to provide the services contemplated in this Agreement, and the Representative in good faithCompany’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or provision of 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 RepresentativeRepresentative pursuant to Section 9.1. 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 noticenotice is given pursuant to Section 9.1, 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 doubtending on May 15, 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 participation2023.

Right of First Refusal. The If, from the date hereof until the 12-month anniversary following consummation of each Offering, the Company or any of its subsidiaries (a) decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction, the Representative (or any affiliate designated by the Representative) shall have the right to act as the Company’s exclusive financial advisor for any such transaction; or (b) decides to finance or refinance any indebtedness using a manager or agent, the Representative (or any affiliate designated by the Representative) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (c) decides to raise funds by means of a public offering (including through an irrevocable at-the-market facility) or a private placement or any other capital-raising financing of equity, equity-linked or debt securities using an underwriter or placement agent, the Representative (or any affiliate designated by the Representative) shall have the right of first refusal to act as sole book-running manager, sole underwriter or sole placement agent for such financing on terms that are the same or more favorable to the Company as compared to the terms offered to the Company by such other underwriters or placement agents, if any (the “Right of First Refusal”), for a period . The Representative agrees to notify the Company of twelve its exercise of the Right of First Refusal within fifteen (1215) 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 days after receiving 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 ’s notification of its intention decision to pursue a Subject Transaction, including proceed with the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representativepreceding financing. If the Representative fails to notify the Company within fifteen (15) days of its exercise its of the Right of First Refusal with respect or declines to any Subject Transaction within ten (10) Business Days after the mailing of such written noticeexercise it, then the Representative shall not 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 for the Company’s any future offering or financings. If the Representative or one of its affiliates decides to any Subject Transaction; provided that accept any such election by engagement, the Representative shall not adversely affect agreement governing the engagement letter dated August 16, 2024 between the Company and the Representative’s , as amended, will contain, among other things, such provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, as are appropriate to such a transaction. The Right of First Refusal with respect may be terminated by the Company for cause pursuant to any other Subject Transaction during the period agreed to aboveFINRA Rule 5110(g)(5)(B)(i). For the avoidance of any doubt, the Company “for cause” termination shall not retain, engage or solicit include termination due to 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 material failure by the Representative unless to provide 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 participationunderwriting services contemplated herein.

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 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 Company agrees that following the Closing of the Offering, the Representative 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, 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 such specific Subject Transaction. The Representative may electPursuant to FINRA Rule 5110, the Company shall have the right to terminate this Agreement for cause if the Underwriters materially fails to provide the services set forth in this Agreement. Additionally, in the event the Company exercises its sole and absolute discretionright to terminate for cause, not to exercise its Right of First Refusal any obligations with respect to any Subject Transaction; provided that any such election by payment pursuant to 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 participationbe eliminated.

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 Representative A. Company hereby grants Authority a limited first right of refusal ("First Right of Refusal") to collaborate with Company in the development of Lab Product or Solutions for Covered Industries and Markets. This First Right of Refusal shall be exercisable upon the following terms and conditions: 1. In the event Company desires to develop a Lab Product or Solution for Covered Industries and Markets, it shall provide Authority with a draft Work Plan and statement of potential resale of the Lab Product or Solution to the Covered Industries and Markets. 2. Upon receipt of the draft Work Plan, Authority shall have an irrevocable right of first refusal a period of: i. Thirty (30) calendar days (the “"Exercise Period") to accept or reject the draft Work Plan in writing. If Authority elects to collaborate with Company in the development of the Lab Product or Solution for Covered Industries and Markets, it shall deliver to Company a written notice of acceptance (the "Acceptance Notice") within the Exercise Period, which shall obligate the Parties to jointly develop the Lab Product or Solution for Covered Industries and Markets as described in the draft Work Plan under the terms of this Agreement. ii. If accepted, the Authority must issue a new purchase order no later than fifteen (15) calendar days following the Acceptance Notice. Authority will provide the new purchase order to Company via written notice. iii. Following the issuance of the purchase order, Authority shall have forty-five (45) calendar days to initiate the development of the proposed Lab Product or Solution for Covered Industries and Markets in collaboration with Company. If Authority fails to commence the project within the specified timeframe, its First 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 Refusal with respect to the Representative. If Lab Product or Solution for Covered Industries and Markets described in the Representative draft Work Plan shall be waived. B. In the event Authority waives or fails to exercise its First Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of Lab Product or Solution for Covered Industries and Markets, Company shall be free to develop such written noticeLab Product or Solution for Covered Industries and Markets in collaboration with any other person, then the Representative shall have no further claim or right with respect subject to the Subject Transaction. The Representative may elect, in its sole terms 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 conditions of any doubt, the applicable agreements between Company shall not retain, engage or solicit and such third parties. C. Authority and Company may mutually agree to extend any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent deadlines 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 this Section 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 participationwriting.

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 from the Closing Dateclosing of the Offering, 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 fifteen (1015) Business Days after business days following notice in writing by the mailing of such written noticeCompany, 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 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, in its sole discretion, to allocate up to 50% of such fee to another financial institution), for a period of twelve and (12ii) months following the Closing Date, to act as sole investment bankerbankers, sole book-runner runners, sole financial advisors, sole underwriters and/or sole placement agentagents, 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 Provided that the Firm Units 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 (12) months following after the Closing Date, to act act, except as set forth below, as sole investment banker, sole book-book- runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future public and private equity offering that is not an “at-the-market” offering (an “at-the-market” offering executed through a broker dealer as sales agent (such future public and debt private equity offering, a “Future Transaction”), including all equity linked financings (each, a “Subject Transaction”)financings, during such twelve (12) 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 Transaction, the Company shall provide the Representative 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 financial advisory, underwriting or placement services, the pricing and payment terms, and the duration and termination rights. The Company shall provide the ROFR Notice to the Representative at least thirty (30) days before the anticipated execution date of the proposed agreement. Within ten (10) days after receiving the ROFR Notice, the Representative may elect, by both written notice to the Company, to exercise the ROFR pursuant to which the Representative shall have the right to act as sole investment banker, sole book-runner and/or sole placement agent for such Future Transaction 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 Transaction as the Company and the Representative shall mutually agree. If the Representative exercises the Right of First Refusal, the parties shall negotiate in good faith. The faith to execute an underwriting or placement agent agreement for the Future Transaction within twenty (20) days after the Representative's notice to the Company shall notify exercising the Representative Right of its intention to pursue a Subject TransactionFirst Refusal, including unless otherwise mutually agreed by the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to Company and the Representative. If the Representative fails to does not exercise its 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 respect the third party for such Future Transaction. The Representative shall have the sole right to determine whether or not any Subject other broker dealer shall have the right to participate in any such Future Transaction within ten (10) Business Days after and the mailing economic terms of any such written notice, then participation; provided that the Representative shall have consider in good faith any broker dealer(s) proposed by the Company. The parties also agree that a Future Transaction shall not be deemed to include, and no further claim or right with respect Right of First Refusal is granted to the Subject TransactionRepresentative 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 (excluding Caribbean and the Cayman Islands) and Middle East, in each case, in a private placement not otherwise involving a public offering. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Future Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s 's Right of First Refusal with respect to any other Subject Future 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 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 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 Company agrees that it shall provide 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 the Offering (“ROFR Period”), 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 (“Transaction”), including future public and private equity and and/or debt offeringofferings, including all equity linked financings (eachprovided however, a “Subject Transaction”), during such twelve (12) month period for that 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 be contingent upon the written agreement by the Representative to participate in any transaction where Transaction upon the same terms and conditions which are set forth in a bona fide offer received by the Company does not engage an investment bankerfrom a third party (“Bona Fide Offer”), underwriterif applicable (collectively, 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 immediately notify the Representative of a proposed Transaction and shall direct all third-party inquiries regarding a Transaction to the Representative within ten (10) Business Days of receipt of a written notification of a Bona Fide Offer, the Representative may, by giving written notice to the Company within five (5) Business Days following receipt of the Company’s notification, inform the Company whether the Representative will exercise its Right of First Refusal. If the Representative so declines, the Company shall have no further obligations to the Representative with respect to such Subject Transaction only, but the obligations of the Company and the rights of the Representative set forth in this subsection shall continue in connection with subsequent Transaction. Pursuant to FINRA Rule 5110, the Company shall have the right to 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 termination fee or Right of First Refusal shall be 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 the Closing Datethrough March 31, 2026, 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 the Representative for such Subject Transactions. The term “Subject Transaction” for purposes of the Right of First Refusal shall exclude: (i) any debt or equity transaction that constitutes Project Financing, (ii) debt financing transactions pursuant to an arrangement or engagement publicly disclosed by both the Company and prior to the Representative date hereof; or (iii) any proposed, planned, or contemplated offering of preferred stock by the Company of which the Underwriter has been advised prior to the date hereof, other than under a Regulation A offering. 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 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 The Representative’s Right of First Refusal after being provided adequate notice and expiration of any period in which pursuant to replythis Section 7.3 shall be subject to FINRA Rule 5110(g)(5)(B), and this including that the Right of First Refusal shall not apply to any transaction where may be terminated by the Company does not engage an investment bankerfor “cause,” which shall include (i) the Representative’s material failure to provide the services contemplated in this Section 7.3, underwriter, placement agent and (ii) the Company’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or other intermediary. The Representative shall have the sole right to determine whether or not provision of 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 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 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 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 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 faithtwenty four (24) 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 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, 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 Upon the Closing of the Offering, for a period of eighteen (18) months from such Closing, the Company grants each of Maxim and J▇▇▇▇▇ ▇▇▇▇▇▇ & 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 lead managing underwriter and book-runner 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(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 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 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 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 six (126) months following after the Closing Date, to act as the 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 offeringoffering for capital raising purposes, including all equity linked financings and excluding Exempt Financings, as defined below (eacheach of such financings, 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 for such Subject Transactions and that are the same or more favorable to by both the Company and comparing to terms offered to the Representative Company by other underwriters and/or placement agents. 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 during the six (6) month period referred to above without the express 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 electronic mail or overnight courier service addressed to the RepresentativeUnderwriter. If The Underwriter shall notify the Representative fails Company of its intention to exercise its the Right of First Refusal with respect to any Subject Transaction within ten fifteen (1015) Business Days after following notice in writing by the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject TransactionCompany. 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 six (6) month period agreed to abovein this Section 7.3 hereof. 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 Underwriter, 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 Underwriter’s internal committee and any other conditions that the Representative does not exercise its Right Underwriter may deem appropriate for transactions of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this such nature. The Right of First Refusal shall not apply be subject to any transaction where FINRA Rule 5110(g)(5)(B), and the Company does not engage an investment bankershall have a right of termination for cause, underwriter, placement agent or other intermediarywhich includes that the Company may terminate the Underwriters’ engagement upon the Underwriters’ material failure to provide the underwriting services required by this Agreement. 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 participationset forth above.

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 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 provide Future Services, the Representative shall 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 ten (10) Business Days after the mailing receipt of such written notice, then notice by the Company. In the event the Company engages the Representative shall have no further claim or right with respect to provide such Future Services, the Subject TransactionRepresentative will be compensated as mutually agreed by the Company and 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 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, 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 may deem appropriate for transactions of such nature. If the Representative fails to exercise its Right of First Refusal after being provided adequate notice and expiration of with respect to any period Subject Transaction within such ten (10) Business Days period, then the Representative shall have no further claim or right with respect to such specific Subject Transaction. Pursuant to FINRA Rule 5110, the Company shall have the right to terminate this Agreement for Cause if the Underwriters materially fails to provide the services set forth in which this Agreement. Additionally, in the event the Company exercises its right to replyterminate for Cause, and this any obligations with respect to any payment pursuant to the 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 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 Company agrees that if a Business Combination closes, 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 runner, and/or sole placement agent, at the Representative’s sole discretion, for each any and every all future public and private equity, equity linked, convertible and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period for offerings of the Company, or any successor to or Subsidiary any subsidiary of the Company, . The right of first refusal shall terminate on terms and conditions agreed to by both the Company and earlier of the Representative in good faitheighteen (18) month anniversary of the closing of a Business Combination or the three year anniversary of the Effective Date. The Company shall notify and any such subsidiary or successor will offer the Representative the opportunity to purchase or sell any securities in such a proposed financing 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 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 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 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 Right of First Refusal right with respect to any Subject Transaction; provided that any such election by the Representative particular proposal shall not adversely affect its rights relative to future proposals. Notwithstanding anything herein to 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 doubtcontrary, 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 be subject to FINRA Rule 5110(g), and (A) shall not apply to any transaction where have a duration of more than three years from the commencement of sales in the Offering; and (B) the Company does not engage an investment bankershall have a right of termination for cause, 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 Right of First Refusal and the economic terms payment of any such participationtermination fee or provision of any right of first refusal, including the right of first refusal set forth above and shall further terminate the tail fee set forth in Section 3.31 hereof.

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 underwriter or sole placement agentagent in the event 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), at the Representative’s sole discretiona private placement of securities, for each and every future public and private equity and 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 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, reasonably 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 such transaction.

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 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 Following the closing of this Offering, the Company grants the Representative shall have an the 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 any subsidiary of the Company for a period of twelve (12) months following the closing of the Offering; provided however, that the Right of First Refusal shall be contingent upon the written agreement by the Representative to participate in any Subject Transaction upon the same terms and conditions which are set forth in a bona fide offer received by the Company from a third party (“Bona Fide Offer”), if applicable. At any time within ten (10) business days after receipt of written notification of a Bona Fide Offer, the Representative may, by giving written notice to the Company, on terms and conditions agreed to by both inform the Company and whether 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 will 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 Refusal. If the Representative so declines, the Company shall have no further claim or right obligations to the Representative with respect to such Subject Transaction only, but the obligations of the Company and the rights of the Representative set forth in this subsection shall continue in connection with subsequent Subject Transaction. The Representative may elect, in its shall have the sole and absolute discretion, not right 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 determine whether any other broker dealer shall have the right to participate in a Subject Transaction during and the period agreed to aboveeconomic 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, sales agent underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative unless Representative. Pursuant to FINRA Rule 5110, the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which Company shall have the right to reply, and terminate this Right of First Refusal shall not apply for cause if the Representative materially fails to any transaction where provide the services set forth in this Agreement. Additionally, in the event the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole exercises its right to determine whether terminate for cause, any obligations with respect to the payment of any termination fee 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 participationshall be eliminated.

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 Representative shall have an irrevocable Upon the Closing of the Offering, for a period of twenty-four (24) months from such Closing, the Company grants each of Maxim and J▇▇▇▇▇ ▇▇▇▇▇▇ & 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 lead managing underwriter and book-runner 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(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 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 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 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 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 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 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 delivery 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 17.1 Subject to the Offering being completed, the Agent shall have an irrevocable a first right of first refusal to act as the Issuer’s agent, underwriter, or advisor on any subsequent brokered equity financing proposed to be undertaken by the Issuer (a “Future Financing”). The right shall be in effect during the 24 month period immediately following the Closing Day. The right shall apply irrespective of the nature of the Future Financing including, without limitation, a public offering, private placement, or otherwise. For greater certainty, the right shall include, without limitation, the right of the Agent to act as the agent, the right of the Agent to be part of a syndicate group, and the right of the Agent to participate in a portion of the Future Financing to be mutually agreed upon by the Agent and the Issuer. 17.2 The Agent shall have a period of four (4) business days from the date of receipt of written notice from the Issuer of any such proposed Future Financing to provide written notice to the Issuer that the Agent intends to exercise its right to participate in such Future Financing. Such notice from the Issuer shall set out in detail the terms of such Future Financing. If the Agent either elects not to participate in the Future Financing or fails to give notice within four (4) business days of the receipt of the Issuer’s notice (a “Right of First RefusalWaived Transaction”), the Issuer may then make other arrangements to engage another source to obtain financing on terms no less favourable to the Issuer for a period of twelve forty-five (1245) 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 faithdays thereafter. 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 Agent’s failure to exercise its Right right in respect of First Refusal any one or more Future Financing will not constitute a waiver of its right in respect of any other Future Financing. If another source is not engaged in connection with respect to any Subject a Waived Transaction within ten (10) Business Days after the mailing of such 45 day period referred to above, the transaction shall be deemed to be a new Future Financing requiring the Issuer to give written notice, then the Representative shall have no further claim or right with respect notice to the Subject Transaction. The Representative may elect, Agent as set forth above. 17.3 Any fees payable to the Agent pursuant to this Article 17 shall be mutually agreed upon 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 good faith by the Representative shall not adversely affect Agent and the Representative’s Right Issuer and will reflect compensation paid to other full-service North American investment dealers for similar services based on the size of First Refusal with respect to any other Subject Transaction during the period agreed to above. For Issuer and/or Future Financing, and customary expense reimbursements. 17.4 Notwithstanding the avoidance of any doubtforegoing, 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 Issuer shall have the right to participate restrict the participation of the Agent in any Subject Transaction Future Financing to an amount which is equal to or greater than 30% of the Future Financing; provided that the exercise of that right shall be set out in which it exercises this Right of First Refusal and the economic terms of any such participationnotice delivered by the Issuer under Section 17.2.

Right of First Refusal. The Representative 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 have an irrevocable provide ▇. ▇▇▇▇▇ Capital 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▇. ▇▇▇▇▇ Capital’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 ▇. ▇▇▇▇▇ Capital for such Subjection Transaction. ▇. ▇▇▇▇▇ Capital 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 ▇▇▇▇▇ Capital. In the event the Company shall notify the Representative notifies ▇. ▇▇▇▇▇ Capital of its intention to pursue a Subject Transactionan activity that would enable ▇. ▇▇▇▇▇ Capital to exercise its Right of First Refusal to provide Future Services, ▇. ▇▇▇▇▇ Capital shall notify the Company of its election to provide such Future Services, including notification of the material compensation and other terms thereofto which ▇. ▇▇▇▇▇ Capital 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 ▇. ▇▇▇▇▇ Capital to provide such Future Services, ▇. ▇▇▇▇▇ Capital will be compensated as mutually agreed by the RepresentativeCompany and ▇. ▇▇▇▇▇ Capital. If the Representative ▇. ▇▇▇▇▇ Capital 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 ▇. ▇▇▇▇▇ Capital shall have no further claim or right with respect to the such specific Subject Transaction. The Representative may electPursuant to FINRA Rule 5110, the Company shall have the right to terminate this Agreement for cause if the Underwriters materially fails to provide the services set forth in this Agreement. Additionally, in the event the Company exercises its sole and absolute discretionright to terminate for cause, not to exercise its Right of First Refusal any obligations with respect to any Subject Transaction; provided that any such election by payment pursuant to 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 participationbe eliminated.

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 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 six (126) months following from the Closing Dateclosing of the Offering, 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 six (126) month period for months period, of 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 customary for such 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 aboveTransactions. 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 underwriter and/or placement agent in a Subject Transaction during the six (6) months period referred to above without the express written consent of the Representative unless Representative. The Company shall notify the Representative does not of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by 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 after being provided adequate with respect to any Subject Transaction within fifteen (15) business days following notice in writing by the Company, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, at its sole and expiration of any period in which absolute discretion, not to reply, and this exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election, rejection, waiver or failure to respond or act, by the Representative shall not apply to any transaction where adversely affect 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 Representative’s Right of First Refusal with respect to any other Subject Transaction during the six (6) months period agreed to above. 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. The Right of First Refusal granted in this Section 7.3 may be terminated by the Company for “Cause,” which shall include a non-performance of its services by the Representative of the Engagement Letter, dated October 10, 2024 (the “Engagement Letter”), by and between the Representative and the Company, or a material failure by the Representative to fulfill its obligations as contemplated by the Engagement Letter.

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 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 shall have an irrevocable right of first refusal (During the “Right of First Refusal”), for a period of ending twelve (12) months following after the Closing DateDate (the “ROFR Period”), the Company grants the Representative the right of first refusal to act as sole investment bankera lead managing underwriter or book runner, sole book-runner and/or sole or as a lead placement agent, at for any and all future equity, equity-linked or debt (excluding commercial bank debt) offerings during the Representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings ROFR Period (each, a the “Subject TransactionROFR”), during such twelve (12) month period for of the Company, or any successor to or Subsidiary any subsidiary of the CompanyCompany (each a “Subject Transaction”), on terms and conditions agreed to by both competitive compensation terms; provided, however that during the first six (6) months of the ROFR Period, the Company and may engage a second entity to act as a secondary underwriter or placement agent whose service in such position shall be junior to the Representative and whose engagement in good faithsuch position must be on commercially reasonable terms acceptable to the Representative, as evidenced in writing. 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 Representativein accordance with Section 9.1. 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 of such written notice, provided that the Representative confirms in writing to the Company its receipt of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may electNotwithstanding the foregoing, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to at any Subject Transaction; provided time after the date that any such election by is six (6) months following 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 doubtClosing Date, 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 may elect 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 exclude any Subject Transaction from the ROFR hereunder by written notice to the Underwriter delivered in which it exercises this Right accordance with Section 9.1 (an “Excluded Transaction”), provided that the Company shall be required to pay 3% of First Refusal and the economic terms gross proceeds to the Company from any Excluded Transaction (an “Excluded Transaction Payment”) completed during the remainder of any such participationthe ROFR Period. Any Excluded Transaction Payments shall be due within 30 days of the closing of the Excluded 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 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 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, 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 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. (a) The Representative Placement Agent shall have an irrevocable right of first refusal (the “Right of First Refusal”)) until January 23, for a period of twelve (12) months following the Closing Date2026, to act as exclusive financial advisor in connection with any acquisition or other effort by the Company to obtain control, directly or indirectly and whether in one or a series of transactions, of all or a significant portion of the assets or securities of a third party, or the sale or other transfer by the Company, whether in one or a series of transactions, of assets or securities, or any extraordinary corporate transaction, regardless of the form or structure of such transaction, or as sole investment banker, sole book-runner and/or bookrunning underwriter or sole placement agent, at as the Representative’s sole discretioncase may be, on any financing for each and every future public and private equity and debt offering, including all equity linked financings the Company (each, a “Subject Transaction”), during such twelve (12) month period for period, of the CompanyCompany or its Subsidiaries, or any successor to the Company or Subsidiary of the Companyits Subsidiaries, on terms and conditions agreed customary to by both the Placement Agent 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 Placement. The Right of First Refusal shall be subject to FINRA Rule 5110(g), including that it may be terminated by the Company for cause, which shall be a breach by the Placement Agent of the engagement agreement dated as of June 20, 2025 by and between the Placement Agent and the Representative in good faithCompany (the “Engagement Agreement”) or a material failure by the Placement Agent to provide the services as contemplated by the Engagement Agreement. The Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the Right of First Refusal. (b) 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 five (105) Business Days after the mailing receipt 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; 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 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 five (125) months following after the date 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 (but excluding any at-the-market offering with Ascendiant Capital Markets LLC) (each, a “Subject Transaction”), during such twelve five (125) 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, during the period described above 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. Notwithstanding the foregoing, the Right of First Refusal shall be limited to the extent necessary for the Company to comply with its obligations to National Securities Corporation (“NSC”) pursuant to Section 4(p) of the Placement Agent Agreement between the Company and the Representative in good faithNSC dated July 9, 2019. 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 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 five (5) 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 for each and every future public and private equity and public debt offering, except venture debt (the “Right of First Refusal”), for a period of twelve (12) months following after the Closing Datedate the Offering is completed, to act as lead or co-manager or sole investment banker, sole bookbook runner or exclusive placement agent or co-runner and/or sole placement agent, in the Company’s discretion, with at least 50% of the economics, or, in the case of a three-underwriter transaction, 33% of the economics, or exclusive financial advisor or in any other similar capacity, on the Representative’s sole discretioncustomary terms and conditions, 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 offering of securities (in addition to the Offering), a private placement of securities, or other similar transaction, except for each and every future public and private equity and debt offering, including all equity linked financings a strategic transaction or acquisition (each, a “Subject Transaction”); provided, during such twelve (12) month period for however, in no event shall the Company, or any successor to or Subsidiary Representative receive less than 33% of the Company, on terms and conditions agreed to by both the Company and the Representative in good faitheconomics for any such 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 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 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 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 and L▇▇▇▇▇▇ & Company (UK) Ltd. (“Laidlaw”) h▇▇▇ 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 L▇▇▇▇▇▇ 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 L▇▇▇▇▇▇ has exercised its Right of First Refusal, or prior to providing notice to the Representative and L▇▇▇▇▇▇, without the express written consent of the Representative and L▇▇▇▇▇▇. The Representative and L▇▇▇▇▇▇ 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 L▇▇▇▇▇▇ 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 L▇▇▇▇▇▇ 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 L▇▇▇▇▇▇ shall have no further claim or right with respect to the Subject Transaction. The Representative and/or L▇▇▇▇▇▇ 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 L▇▇▇▇▇▇ 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 L▇▇▇▇▇▇ 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 L▇▇▇▇▇▇, and the Representative and L▇▇▇▇▇▇ 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 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. Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative and The Representative Benchmark Company, LLC (“Benchmark”) shall each have an irrevocable right of first refusal on an equal basis in each of their sole discretion (the “Right of First Refusal”), for a period of twelve fifteen (1215) months following after the Closing Datedate the Offering is completed, to act as sole investment bankerbankers, sole book-runner runners, and/or sole and exclusive placement agentagents, at the Representative’s and Benchmark’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 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 to by both the Representative and Benchmark for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, and/or placement agent in a Subject Transaction for which the Representative and/or Benchmark has exercised its Right of First Refusal without the express written consent of the Representative and Benchmark. The Representative and Benchmark 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 Benchmark 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 both the Representative fails and Benchmark fail to exercise its their 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 Benchmark shall have no further claim or right with respect to the Subject Transaction. The Representative and/or Benchmark 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 Benchmark shall not adversely affect the Representative’s and/or Benchmark’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 If both the Representative unless and Benchmark 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 shall resubmit the proposed modified terms of the Subject Transaction in writing to the Representative and Benchmark, and the Representative and Benchmark shall have ten (10) Business Days after receipt of such participationwritten notice to advise the Company of its respective election to participate in the proposed transaction. If both the Representative and Benchmark elect to exercise the Right of First Refusal, then they shall have equal economic rights in the Subject Transaction.

Right of First Refusal. The Representative Provided that the Securities 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 from the Closing DateDate until May 17, 2025 (the “ROFR Period”), 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 the ROFR Period, of the Company, or any successor to or Subsidiary subsidiary of the Company, on terms and conditions agreed customary to the Placement Agent for such Subject Transactions, provided that, for clarity, this Right of First Refusal shall not apply to (1) Company transactions with strategic partners or other sources of non-dilutive funding, including government agencies and private foundations, or (2) transactions for which no broker-dealer is proposed to be engaged by both the Company. 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 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 period ROFR 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 gross proceeds from the Firm Securities sold in accordance with the terms of this Agreement are no less than $5,000,000 or such lesser amount as expressly approved in writing by the Company, 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 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 twelve (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 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 Representative Commencing at the end of the 15-year low income housing tax credit compliance period for the Housing Project (“Compliance Period”), and continuing for one (1) year thereafter (“Exercise Period”), the Housing Authority shall have an irrevocable right of first refusal (the “Right of First Refusal”), in the event the Owner desires to market the Housing Project for sale or otherwise sell or transfer the Housing Project to a period third party, then the Owner shall provide the Housing Authority with notice and the Housing Authority shall, within twenty (20) days elect to acquire the Housing Project at a price equal to the greater of twelve (12i) months following the Closing Datefair market value of the Housing Project or (i) one dollar ($1.00) plus the principal amount of all outstanding indebtedness secured by the Housing Project, all other loans from the Owner or its affiliates, and any accrued interest on any of such debt; plus and (ii) all federal, state and local taxes attributable 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 offeringsuch sale, including all equity linked financings (eachthose incurred or to be incurred by the partners, direct or indirect, of the Owner or its affiliates. For the avoidance of doubt, the Housing Authority may only acquire the Housing Project pursuant to the Right of First Refusal in accordance with the terms of the Owner’s Amended and Restated Limited Partnership Agreement and the loan made by Berkadia Commercial Mortgage LLC, a Delaware limited liability company to Owner (“Subject TransactionSenior Loan”), including any required consent by the Owner’s investor limited partner, special limited partner and any senior lender or CalHFA (as defined below). If during such twelve (12) month period for the CompanyExercise Period, or any successor the Housing Authority issues a notice to or Subsidiary the Owner 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 Housing Authority’s intent to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing “Notice of such written noticeExercise”), then the Representative Owner shall have no further claim or right with respect be obligated to use diligent and good faith efforts to negotiate and enter into an agreement for the transfer of the Housing Project to the Subject Transaction. The Representative may electHousing Authority, in its sole and absolute discretion, not to exercise its upon the terms of the Right of First ▇▇▇▇▇ Refusal with respect and such other commercially reasonable terms mutually agreed to by Housing Authority and the Owner. Housing Authority’s rights hereunder shall terminate upon the occurrence of any Subject Transaction; provided that any such election of the following: (i) upon a foreclosure of the deed of trust securing the senior loan or a deed-in lieu thereof, (ii) Housing Authority fails to deliver the Notice of Exercise during the Exercise Period, or (iii) the removal of the general partner of Owner by the Representative shall not adversely affect limited partner in accordance with 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 terms of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice Owner’s Amended 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 participationRestated Limited Partnership Agreement.

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 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 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 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 underwriter, sole 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 offeringsecurities using an underwriter, including all equity linked financings placement agent, financial advisor or similar party (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 Underwriter (on behalf of itself or any Affiliate) exercises its Right of First Refusal, the avoidance 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 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 such transaction. If the Underwriter declines to exercise the Right of First Refusal, the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not retainmore favorable to such other person or persons than the terms declined by the Underwriter. In accordance with FINRA Rule 5110(g)(5), 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 granted hereunder may be terminated by the Company for “Cause,” which shall mean a material breach by the Underwriter of any period in which this Agreement or a material failure by the Underwriter to reply, and provide the services as contemplated by this Agreement. The Right of First Refusal shall not apply to any transaction where the extent that the Company does not engage an investment bankerand/or its Affiliate acts for the Company in any of the above-mentioned roles (sole book-running manager, sole underwriter, sole placement agent agent, exclusive financial advisor or other intermediary. The Representative shall have similar capacity) for a capital-raising financing of equity, equity-linked or debt securities outside 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 participationUnited States.

Right of First Refusal. (a) The Representative Placement Agent 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 Date, to act as to act as exclusive financial advisor in connection with any acquisition or other effort by the Company to obtain control, directly or indirectly and whether in one or a series of transactions, of all or a significant portion of the assets or securities of a third party, or the sale or other transfer by the Company, whether in one or a series of transactions, of assets or securities, or any extraordinary corporate transaction, regardless of the form or structure of such transaction, or as sole investment banker, sole book-runner and/or bookrunning underwriter or sole placement agent, at as the Representative’s sole discretioncase may be, on any financing for each and every future public and private equity and debt offering, including all equity linked financings the Company (each, a “Subject Transaction”), during such twelve six (126) month period for period, of the CompanyCompany or its Subsidiaries, or any successor to the Company or Subsidiary of the Companyits Subsidiaries, 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 underwriter and/or placement agent in a Subject Transaction without the Representative in good faith. express written consent of the Placement. (b) 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 five (105) Business Days after the mailing receipt 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; 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 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.