Common use of Tail Financing; Right of First Refusal Clause in Contracts

Tail Financing; Right of First Refusal. The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing is provided to the Company by any investors that the Placement Agent has introduced to the Company during the term of the Placement Agent’s engagement for this Offering, if such Tail Financing is consummated at any time within the 12-month period following the Closing Date. If the Offering is completed, for a period of 24 months from the closing date of such Offering, the Company grants ▇▇▇▇▇▇ the right of first refusal to act as lead managing underwriter or book runner, or as lead placement agent, for any and all future equity, equity-linked or debt (excluding commercial bank debt) offerings during such period, of the Company, or any successor to or any subsidiary of the Company. Notwithstanding the foregoing, in the event of a public or private sale of securities during the foregoing 24-month period, unless ▇▇▇▇▇▇ declined to participate under its right of first refusal, ▇▇▇▇▇▇ shall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriters or placement agents. During the 24-month period described above, if the Company makes any equity, equity-linked or debt (excluding commercial bank debt) offerings, unless ▇▇▇▇▇▇ declined to participate under its right of first refusal, ▇▇▇▇▇▇ shall be permitted to participate at a 50% level as a placement agent or underwriter for such offering.

Tail Financing; Right of First Refusal. The Placement Agent ▇▇▇▇▇▇ shall be entitled to fees per Section 2.A. 3 of this Agreement with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing financing or capital is provided to the Company by any investors that the Placement Agent has whom ▇▇▇▇▇▇ had introduced to the Company during the term of Engagement Period, as well as any investors that participated in the Placement Agent’s engagement for this Offering, if such Tail Financing is consummated at any time during the Engagement Period or within the 12-month period following the Closing Dateexpiration or termination of this Agreement or the completion of the Offering (the “Tail Period”). If the Offering is completed, for a period of 24 12 months from the closing date of such Offering, the Company grants ▇▇▇▇▇▇ the right of first refusal to act as lead managing underwriter or book runner, or as lead placement agent, for any and all future equity, equity-linked or debt (excluding commercial bank debt) offerings during such period, of the Company, or any successor to or any subsidiary of the Company. Notwithstanding the foregoing, in the event of a public or private sale of securities during the foregoing 2412-month period, unless ▇▇▇▇▇▇ declined to participate under its right of first refusal, ▇▇▇▇▇▇ shall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriters or placement agents. During the 2412-month period described above, if the Company makes any equity, equity-linked or debt (excluding commercial bank debt) offerings, unless ▇▇▇▇▇▇ declined to participate under its right of first refusal, ▇▇▇▇▇▇ shall be permitted to participate at a 50% level as a placement agent or underwriter for such offering.