Common use of Right of First Refusal Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Right of First Refusal. The Provided that the Firm 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 the Closing Datedate of commencement of sales of the Offering, to act as sole lead investment banker, sole lead book-runner runner, lead financial advisor, lead underwriter and/or sole lead 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 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 Representative 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 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 and acceptable 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 five (105) Business Days after the mailing receipt of such written notice, then the Representative shall be deemed to have no further claim or right with respect elected to the Subject Transactionnot exercise its Right of First Refusal. 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 If the Representative does not elect to exercise its Right of First 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 will resubmit the proposed modified terms of the Subject Transaction in writing to the Representative, and the Representative shall have five (5) Business Days after receipt of such written notice to advise the Company of its election to participate in the proposed transaction. If the Representative fails 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 with respect to any transaction where Subject Transaction within five (5) Business Days after the Company does not engage an investment bankerreceipt of such written notice, underwriter, placement agent or other intermediary. The then the Representative shall have no further claim or right with respect 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 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 three (123) months following after the Closing Effective Date, to act as sole investment banker, sole or lead book-runner and/or sole placement agentrunning manager or in any other similar capacity, at in the Representative’s sole discretionevent the Company or any Subsidiary retains the services of an investment bank or similar financial advisor to pursue a registered, for each and every future underwritten public and private equity and debt offering, including all equity linked financings offering of securities (each, in addition to the Offering) (a “Subject Transaction”), during such twelve (12) month period for ; provided that the Company, or any successor to or Subsidiary Right of First Refusal shall only be effective if the Company, on terms and conditions agreed to by both the Company and the Representative in good faithOffering closes. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to aboveTransaction. For the avoidance The terms and conditions of any doubtsuch engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the Company shall not retain, engage or solicit any additional investment banker, book-runnerabsence of a Material Adverse Change to the Company’s business, financial advisorcondition and prospects, underwriterapproval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature. Notwithstanding the foregoing, sales agent and/or the Representative shall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to a proposed financing in a Subject Transaction without the express written consent which there are two co-managing or lead underwriters or co-placement agents and at least 33% of the Representative unless compensation payable to the underwriting or placement agent group when serving as co-manager or co-placement agent with respect to a proposed financing in which there are three co-managing or lead underwriters or co-placement agents; provided that no compensation shall be payable to the Representative does pursuant to this sentence if the Representative did not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationRefusal.

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

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

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

Right of First Refusal. The 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 Representative Provided that the Firm Shares and Firm Warrants are sold in accordance with the terms of this Agreement, Jxxxxx Xxxxxx & Co., LLC (“Jxxxxx Xxxxxx”) shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve eighteen (1218) months following Months 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 Jxxxxx Xxxxxx’x 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 eighteen (1218) month period for period, of the Company, or any successor to or Subsidiary future subsidiary of the Company, on terms and conditions agreed customary to by both Jxxxxx Xxxxxx for such Subject Transactions. Jxxxxx Xxxxxx 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 the 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 Jxxxxx Xxxxxx. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the eighteen (18) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement and that gross proceeds from the shelf takedown are at least $4.5 million, the Representative shall have an irrevocable have, for a period of six (6) months after the date the Offering is completed, 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 bookco-runner lead managing underwriter and/or sole co-placement agent, at the Representative’s sole discretion, agent for each any and every all future public and or private equity and equity, equity-linked or debt offering, including all equity linked financings (excluding commercial bank debt) offerings (each, a “Subject Transaction”), ) during such twelve six (126) month period for of the Company, Company or any successor to or Subsidiary subsidiary of the Company; provided, on terms and conditions agreed however, that this right will not apply to by both any offering conducted in conjunction with a merger, business combination or similar-type transaction. Notwithstanding the Company and foregoing, in the event of a Subject Transaction during the foregoing period, the Representative in good faithshall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriters or placement agents. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by email, registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its the Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the six (6) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless If the Representative does not elect to exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic material terms of any the Subject Transaction are subsequently materially modified as to scope and nature, then the Company shall resubmit the proposed modified terms of the Subject Transaction in writing to the Representative, and the Representative shall have five (5) Business Days after receipt of such participationwritten notice to advise the Company of its election to participate in the proposed transaction. If the Representative elects to exercise the Right of First Refusal, then it shall have equal economic rights in the Subject Transaction.

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

Right of First Refusal. The Provided that the Firm 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 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 four (124) 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 four (124) month period for period, of the Company, or any successor to or Subsidiary any current or future subsidiary of the Company, on terms and conditions agreed customary to by both the Representative for such Subject Transactions. The Representative shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in the Subject Transactions and the economic terms of such participation. For the avoidance of any doubt, the Company and shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative unless Representative does not timely exercise the Right of First Refusal pursuant to the next paragraph. Notwithstanding the foregoing, the Company may sell securities directly to its directors and affiliates without application of the Right of First Refusal, so long as no broker-dealer is involved in good faithsuch a transaction. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereofthereof proposed by the Company, by providing written notice thereof by fax, registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the four (4) 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 In the event that prior to the consummation of the transactions contemplated by this Agreement FOCC Board of Directors receives an unsolicited third party offer to (a) acquire beneficial or record ownership of at least a majority of the outstanding FOCC Shares, (b) acquire all or substantially all of First Ozaukee's assets, or (c) engage in a merger, consolidation, recapitalization or other business combination with such third party, First Ozaukee shall have an irrevocable deliver to Buyer written notice of such proposed acquisition which shall contain a description of the principal terms of the proposed acquisition (the "Proposal"), including the purchase price (payment of which shall be subject only to satisfaction of customary closing conditions and the receipt of all necessary regulatory approvals), the time and place of closing of such acquisition, and all other material terms of the proposed acquisition. Within 21 days after delivery of the Proposal, Buyer shall notify First Ozaukee as to whether or not it intends to exercise its right of first refusal (hereunder. In the “Right event a Proposal contains purchase price consideration other than cash and First Ozaukee and Buyer cannot agree upon the appropriate cash equivalent, First Ozaukee and Buyer shall select an investment banker mutually agreeable to each of them for purposes of valuing any non-cash consideration contained in the Proposal. First Refusal”), for Ozaukee and Buyer shall each pay one-half of the fees and expenses of any such investment banker. 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 30 days after delivery of the CompanyProposal (or such longer time period as may be required to obtain all necessary regulatory approvals or, 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 financial commitments Buyer requires to consummate the mailing of acquisition, such written noticelonger period as shall be reasonably necessary and negotiated by the parties), then the Representative Buyer shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretionexclusive right to acquire First Ozaukee for the consideration and on such other terms and conditions stated in the Proposal (or in the case of non-cash consideration, as determined in the manner heretofore described). In the event Buyer determines not to exercise its Right right of First Refusal first refusal hereunder, Buyer shall remain entitled to the remedies set forth in Section 7.2 hereof in accordance 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 participationthereof.

Right of First Refusal. The Representative shall have an irrevocable Company hereby grants the Representative, for a period of 18 months from the date of that certain engagement letter dated April 26, 2021 between the Company and the Representative, a right of first refusal to provide investment banking services to the Company on an exclusive basis in all matters for which investment banking services are sought by the Company (such right, 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 which right is exercisable in 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, should the Representative terminate this Agreement for any reason, it shall not have the Right of First Refusal. For these purposes, investment banking services shall include, without limitation: (a) acting as lead manager for any underwritten public offering; (b) acting as exclusive placement agent, initial purchaser or financial advisor in connection with any private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. The Representative 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 notify the express written consent Company of its intention to exercise the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate within 15 business days following written notice by the Company of its intention to require such services. Any decision by the Representative to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and expiration of any period in which to replynature, as may be mutually agreed upon, and this indemnification of Univest and shall be subject to general market conditions. If the Representative declines to exercise the Right of First Refusal shall not apply to any transaction where Refusal, the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in retain any Subject Transaction in other person or persons to provide such services on terms and conditions which it exercises this are not more favorable to such other person or persons than the terms declined by the Representative. The Right of First Refusal granted hereunder may be terminated by the Company for “Cause,” which shall mean a material breach by the Representative of this Agreement or a material failure by the Representative to provide the services as contemplated by this Agreement. The services provided by the Representative hereunder are solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities not a party hereto (including, without limitation, 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 Company agrees that it shall provide the Representative shall have an irrevocable a right of first refusal for eighteen (18) months from the later of the consummation of the Offering or termination or expiration of that certain engagement letter between the Company and Representative dated as of April 19, 2023 (the “Right of First RefusalEngagement Letter”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner runner, sole financial advisor, and/or sole placement agent, at the Representative’s sole discretion, for each and every Transaction (as such term is defined in the Engagement Letter, a “Transaction”), including future public and private equity and and/or debt offeringofferings, including all equity linked financings (eachfinancings, a “Subject Transaction”)mergers, during such twelve (12) month period for the Companybusiness combinations, recapitalizations, or any successor to sale of some or Subsidiary all of the equity or assets of the Company, on terms and conditions agreed to by both the Company and the Representative whether in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal conjunction with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial another advisor, underwriteror broker-dealer, sales agent and/or placement agent in a Subject Transaction without or on the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to replyCompany’s own volition, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker(collectively, underwriter, placement agent or other intermediary“Future Services”). The Representative shall have the sole right to determine whether or not any other broker-financial advisor or broker dealer shall have the right to participate in any Subject such Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation. Further, the Company shall promptly notify the Representative of a proposed Transaction and shall direct all third-party inquiries regarding a Transaction to the Representative within three (3) Business Days of receipt of such inquiry. If the Representative declines to exercise the Right of First Refusal, it shall do so by delivering prompt written notice thereof to the Company no later than ten (10) Business Days after receipt of the Company notice to the Representative (a “Declining Notice”). Failure by the Representative to notify the Company in writing of its decision to accept or decline its Right of First Refusal within such ten (10) Business Day period shall be deemed to be a delivery of a Declining Notice. The delivery of a Declining Notice with respect to a Transaction shall automatically terminate the Right of First Refusal with respect to such Transaction, effective as of the date thereof. In the event the Representative delivers or is deemed to have delivered a Declining Notice, the Company shall have the right to retain any other person or persons to provide such services with respect to the Transaction described in its notice to the Representative. The Right of First Refusal granted hereunder may be terminated by the Company for “Cause,” which shall mean a material breach by the Representative of this Agreement. The services provided by the Representative is solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities not a party hereto (including without limitation, securityholders, employees or creditors of the Company) as against the Representative or its directors, officers, agents and employees.

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

Right of First Refusal. The Representative shall have an irrevocable right Upon the termination of first refusal (the “Right of First Refusal”)this Agreement for any reason, for the period commencing on the date of termination and ending on the third anniversary of the date of this Agreement, Consultant will provide the Company with prompt notice of any syndication, employment, hosting or similar agreement (each such, a "Syndication Agreement") pursuant to which Consultant agrees to provide services related to the creation, production, affiliation, syndication or distribution of radio programs and services to a third party. During such period, if Consultant enters into with or receives from a third party a firm, bona fide offer or commitment pursuant to which the third party will provide sales representation services, including resale or assignment of advertising inventory, in connection with or in any way related to any such Syndication Agreement, Consultant will provide the Company with prompt notice of the terms and conditions of the offer or commitment and the identity of the prospective third party (each, an "Offer Notice"). For a period of twelve (12) months 30 days following the Closing DateCompany's receipt of an Offer Notice, the Company and/or the Buyer will have the right to act as sole investment banker, sole book-runner and/or sole placement agent, at enter into a sales representation agreement or similar agreement with Consultant on substantially 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 same terms and conditions agreed to by both set forth in 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 RepresentativeOffer Notice. If the Representative Company and/or the Buyer exercises its rights under this Section, Consultant and the Company and/or the Buyer will promptly enter into a sales representation agreement or similar agreement, which will include substantially the same terms and conditions set forth in the Offer Notice and any additional or supplemental terms and conditions consistent with past practices between Consultant and the Company and/or the Buyer. If the Company and/or the Buyer fails to exercise its Right rights under this Section, Consultant may enter into with the party identified in the Offer Notice a sales representation agreement or similar agreement, the terms and conditions 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 which shall not adversely affect vary substantially from those set forth in the Representative’s Right Offer Notice. This Section 4.3 and Section 6 shall survive termination of First Refusal with respect to any other Subject Transaction during the period agreed to abovethis Agreement. For the avoidance purposes of any doubtthis Section, the Company shall not retain, engage term "Consultant" will include any entity owned 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 participationcontrolled by Consultant.

Right of First Refusal. The Representative Provided that the Firm Securities are sold in accordance with the terms of this Agreement, Jxxxxx Xxxxxx & Co., LLC (“Jxxxxx Xxxxxx”) 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 Jxxxxx Xxxxxx’x sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve six (126) month period for period, of the Company, or any successor to or Subsidiary future subsidiary of the Company, on terms and conditions agreed customary to by both Jxxxxx Xxxxxx for such Subject Transactions. Jxxxxx Xxxxxx 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 the 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 express written consent of Jxxxxx Xxxxxx. Nothing in good faiththis section shall be interpreted to grant Jxxxxx Xxxxxx a right of first refusal to act as banker on any (i) senior credit facility, (ii) merger, (ii) acquisition, or (iv) in connection with investments in the Company by Nick van der Linden or his affiliates. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the six (6) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participation.

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve eighteen (1218) 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 eighteen (1218) 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 faitheighteen (18) 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 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 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 the right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner and/or sole lead book running manager or lead placement agent, at the Representative’s sole discretion, agent for each and every future public and private equity and equity-linked offering and every future debt offeringoffering for a period of 18 months following the closing of the Business Combination, including all equity linked financings provided that such Right of First Refusal shall not have a duration of more than three years from the effective date of the Registration Statement as permitted under FINRA Rule 5110(f)(2)(E) (each, a “Subject Transaction”), during such twelve (12) month period for the Company, or any successor to or Subsidiary of the Company, on terms and conditions agreed to by both the Company and the Representative in good faith. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the period agreed Transaction; and provided, further that, pursuant to above. For the avoidance of any doubtFINRA Rule 5110(f)(2)(E)(ii), the Company Representative shall not retain, engage have more than one opportunity to waive or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without terminate the express written consent of the Representative unless the Representative does not exercise its Right of First Refusal after being provided adequate notice and expiration in consideration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent payment or other intermediaryfee. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal terms and the economic terms conditions of any such participationengagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee and any other conditions that the Representative may deem appropriate for transactions of such nature. Notwithstanding the foregoing, the Representative shall be entitled to receive as its compensation at least 30% of the compensation payable to the underwriting or placement agent group when serving as co-manager and at least 20% of the compensation payable to the underwriting placement agent group when serving as co-manager with respect to a proposed financing in which there are three co-managing or lead underwriters or co- placement agents.

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

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

Right of First Refusal. The Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right of first refusal (the “Right of First Refusal”), for a period of twelve (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 Representative shall have an irrevocable right Provided that the Shares are sold in accordance with the terms of first refusal (this Agreement, then commencing on the “Right date of First Refusal”), for a period of such sale and continuing until the date which is twelve (12) months following from the Closing Datedate of such sale, and if the Company or any successor to act as sole investment bankerthe Company proposes to effect any restructuring transaction (through a recapitalization, sole bookextraordinary dividend, stock repurchase, spin-runner and/or sole placement agentoff, at the Representative’s sole discretionjoint venture or otherwise), for each and every future any acquisition or disposition transaction (including, without limitation, a merger, exchange offer, sale or purchase of assets or capital stock), any public and private equity and debt offering, including all equity linked financings any Rule 144A offering or any private placement of securities, (each, a “"Subject Transaction”)") then the Company agrees that in the event it proposes to engage a financial advisor, during such twelve lead manager underwriter, lead purchaser or placement agent in connection with the transaction, the Company shall offer to engage Underwriter (12or at Underwriter's discretion, any of its affiliates) month period for as the Company's exclusive financial advisor, lead manager underwriter, lead purchaser or any successor to or Subsidiary exclusive placement agent, as the case may be (the "Right of the Company, on terms and conditions agreed to by both the Company and the Representative in good faithFirst 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 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 Representative’s Underwriter's Right of First Refusal with respect to any other Subject Transaction during Transaction. If the period agreed Underwriter decides to above. For the avoidance of accept any doubtsuch engagement, the Company shall not retainagreement governing such engagement will contain, engage or solicit any additional investment bankeramong other things, book-runnerprovisions for customary fees for transactions of similar size and nature, financial advisorincluding indemnification, underwriter, sales agent and/or placement agent in which are appropriate to such 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 participationengagement 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.

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. 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 and/or sole placement agent, at lead or managing underwriter 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 equity and debt offering, including all equity linked financings offering of securities (each, in addition to the Offering) (a “Subject Transaction”), during such twelve (12) month period for 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 [33% of the compensation payable to the underwriting or placement agent group when serving as co-manager and at least 25% of the compensation payable to the underwriting group when serving as co-manager or co-placement agent with respect to a proposed financing in which there are three co-managing or lead underwriters or co-placement agents.

Right of First Refusal. The Representative shall have an irrevocable Upon the Closing of the Offering, until September 30, 2022, the Company grants each of Maxim and (“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 period until September 30, 2022 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. 8. EFFECTIVE DATE OF THIS AGREEMENT AND TERMINATION THEREOF.

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

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

Right of First Refusal. The Representative Company shall not at any time prior to the expiration of the Covered Period, described below, enter into any Transaction, as defined below, without first giving written notice to Hunter (“Notice of Proposed Transaction”) of substantially the same terms and conditions as any bona fide written offer, term sheet, letter of intent or agreement that the Company intends to accept. For a period of five (5) business days after the Company’s issuing the Notice of Proposed Transaction and Hunter’s receipt thereof, Hunter shall have the right to give written notice to the Company of Hunter’s exercise of its right to engage in a Transaction, defined below. Thereafter, for a period not to exceed ten (10) days following receipt of Notice of Proposed Transaction (the “Offer Period”), the Company and Hunter shall negotiate in good faith and seek to have prepared definitive documents evidencing the Transaction. If the parties are unable to conclude an irrevocable agreement within that ten (10) day period, the Company may seek to enter into the Transaction on the same terms as set forth in the Notice of Proposed Transaction, provided that, if there is any material variance from the terms of the Notice of Proposed Transaction or if the Transaction has not been completed by another party within the time periods noted below, then Hunter’s right of refusal as to that Transaction shall be reinstated. The obligations of the Company referred to herein constitute a right of first refusal (the “Right of First Refusal”)) granted to Hunter, provided that the Offering for the Minimum Amount is completed, 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 beginning on the date the first Registration Statement by the Company to aboveregister shares in accordance with a Registration Rights Agreement becomes effective and ending twenty-four months thereafter (the “Covered Period”). For The failure by the avoidance parties to reach an agreement in connection with any particular Transaction or the waiver by Hunter of any doubt, right to participate in a financing or other Transaction shall not affect the rights of Hunter to act as financial adviser or investment banker to the Company shall not retain, engage or solicit in connection with any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject subsequent Transaction without during 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 Covered Period. The Right of First Refusal shall not apply to any transaction where the Company does not engage strategic partner financing whereby an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right investor brings qualitative value in addition 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 participationmoney being invested.

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

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

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

Right of First Refusal. The Provided that the Firm 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 Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative and Revere Securities LLC (“Revere”) 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 and Revere’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 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 twelve (12) month period referred to above without the express written consent of the Representative unless and Revere. The Company shall notify the Representative does not and Revere 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 and Revere. If the Representative and Revere decline the terms of such Subject Transaction or fails to exercise its Right of First Refusal with respect to any Subject Transaction within five (5) Business Days after being provided adequate notice the mailing of such written notice, then the Representative and expiration of any period Revere shall have no further claim or right with respect to the Subject Transaction. The Representative and Revere may elect, in which their sole and absolute discretion, not to reply, and exercise this Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative and/or Revere 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 and Revere’s Right of First Refusal with respect to any other Subject Transaction during the twelve (12) month 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 and Revere, market conditions, the absence of a material adverse change to the Company’s business, financial condition and prospects, approval of the Representative’s and Revere’s internal committee and any other conditions that the Representative and Revere may deem appropriate for transactions of such nature.

Right of First Refusal. The Representative If at any time during the one year period after Closing (or if there may be more than one Closing hereunder, then commencing upon the first Closing to take place) (the "RFR Period"), any Constituent Parties owning one or more of the Purchase Option Properties ("POP Seller"), other than the Purchase Option Property commonly known as Broward Center, which shall not be subject to the Right of First Refusal in this Section 11.1 but shall be subject to the put option in Section 11.2, shall desire to sell all or a portion of such Properties, it shall first obtain an offer (the "Third Party Offer") from the prospective purchaser in writing, which Third Party Offer shall set forth the terms and conditions upon which the third party is willing to purchase all or a portion of the Property. POP Seller shall thereupon forward a copy of such Third Party Offer to the Operating Partnership and FAC. the Operating Partnership shall have an irrevocable a period of twenty (20) business days after delivery of notice of the opportunity to exercise the right of first refusal (the “Right of First Refusal”), for and 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 copy of the Company, on Third Party Offer in which to notify POP Seller if it desires to acquire such portion of the Property under the terms and conditions agreed of the Third Party Offer, except that the Operating Partnership's acceptance shall provide that the purchase price shall be (i) at the Operating Partnership's sole option, paid entirely in cash or entirely in Units at a value per Unit equal to by both the Company Average Share Price determined with reference to the date that notice of the Third Party Offer and the Representative in good faith. The Company shall notify the Representative right 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 first refusal has been delivered to the RepresentativeOperating Partnership and FAC and (ii) net of any Outstanding Debt Financing affecting the Property which shall be assumed or paid by the Operating Partnership. If Any such acceptance of such Third Party Offer by the Representative Operating Partnership shall be in writing and shall state a closing date not later than the later of (a) the closing date specified in the Third Party Offer, or (b) one hundred twenty (120) days from delivery of the notice and Third Party Offer to the Operating Partnership. If, within said twenty (20) business day period, the Operating Partnership shall elect not to purchase the Property or if the Operating Partnership shall make no election within said twenty (20) business day period, then the Operating Partnership shall have waived the right of first refusal granted hereby, and POP Seller shall be free to sell such portion of the Property to such third party in accordance with the terms and conditions set forth in the Third Party Offer. Upon such sale, this paragraph shall thereafter be null and void and without any force or effect; provided, however, in the event that the Operating Partnership fails to exercise its Right such right of First Refusal with respect first refusal but such third party fails to any Subject Transaction within ten (10) Business Days after close such sale, the mailing of such written notice, then the Representative Operating Partnership shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not be entitled to exercise its Right such right of First Refusal with respect first refusal as 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 abovesubsequent Third Party Offers. 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 Such Right of First Refusal shall not apply to any transaction where be contained in a separate agreement between the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have POP Seller of each such Purchase Option Property and FAC and the Operating Partnership recorded contemporaneously with the Closing at the sole right to determine whether or not any other broker-dealer shall have cost of the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic terms of any such participationapplicable POP Seller.

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

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

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

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

Right of First Refusal. The Provided that the aggregate gross proceeds from the Offering (before deducting underwriting discounts and commission and transaction expenses, and without considering any overallotment option) are greater than $4.1 million, the Representative shall have an irrevocable have, for a period of six (6) months after the Closing Date of the Offering, a right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner lead managing underwriter and/or sole placement agent, at the Representative’s sole discretion, agent for each any and every all future public and or private equity and equity, equity-linked or debt offering, including all equity linked financings offerings (each, a “Subject Transaction”), excluding commercial bank debt) during such twelve six (126) month period for of the Company, Company or any successor to or Subsidiary subsidiary of the Company; provided, on terms and conditions agreed however, that this right will not apply to any offering conducted in conjunction with a merger, business combination or similar-type transaction or to the issuance by both the Company and of stock options, shares of capital stock of the Representative in good faithCompany or other awards under any equity compensation plan of the Company. The Company shall notify the Representative of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by email, registered mail or overnight courier service addressed to the Representative. If the Representative fails to exercise its the Right of First Refusal with respect to any Subject Transaction within ten five (105) Business Days after the mailing of such written notice, then the Representative shall have no further claim or right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction during the six (6) month period agreed to above. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction without the express written consent of the Representative unless If the Representative does not elect to exercise its Right of First Refusal after being provided adequate notice and expiration of any period in which to reply, and this Right of First Refusal shall not apply to any transaction where the Company does not engage an investment banker, underwriter, placement agent or other intermediary. The Representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any Subject Transaction in which it exercises this Right of First Refusal and the economic material terms of any the Subject Transaction are subsequently materially modified as to scope and nature, then the Company shall resubmit the proposed modified terms of the Subject Transaction in writing to the Representative, and the Representative shall have five (5) Business Days after receipt of such participationwritten notice to advise the Company of its election to participate in the proposed transaction. If the Representative elects to exercise the Right of First Refusal, then it shall have equal economic rights in the Subject Transaction.

Right of First Refusal. The Representative For a period of nine (9) months following the Termination Date and subject to a closing of the Offering having been effected, in the event that the Company desires to raise additional capital in the form of debt, equity or otherwise (a “Prospective Financing”), the Placement Agent shall have an irrevocable the right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months following the Closing Date, to act as sole investment banker, sole book-runner and/or sole placement agent, at Placement Agents with respect to any such Prospective Financing only if 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 Placement Agent raised no less than $5,000,000 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 faithOffering. The Company shall notify provide written notice containing the Representative terms of its intention such Prospective Financing (the “ROFR Notice”) to pursue a Subject Transactionthe Placement Agents prior to effectuating any such transaction. The ROFR Notice shall specify all of the key terms of the Prospective Financing, including including, but not limited to, the material proposed investment amount, the proposed rate of interest, the proposed conversion price, the proposed term of the investment, the type and number of securities to be sold and any and all other relevant terms, each as applicable. Upon Placement Agents’ receipt of the ROFR Notice, Placement Agents shall have the exclusive right to act as Placement Agents in such Prospective Financing(s), upon the terms thereofspecified in the ROFR Notice, by providing sending written notice thereof by registered mail or overnight courier service addressed to the RepresentativeCompany within two (2) business days after Placement Agents’ receipt of the ROFR Notice. If In the Representative event Placement Agents fails to exercise its Right right of First Refusal first refusal with respect to an ROFR Notice within the time set forth above, Placement Agents shall be deemed to have waived its right of first refusal with respect to such Prospective Financing, provided that it shall retain such right 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 Transactionfuture Prospective Financing. 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 doubtNotwithstanding anything contained herein, the Company shall not retain, engage or solicit furnish any additional investment banker, bookmaterial non-runner, financial advisor, underwriter, sales agent and/or placement agent in a Subject Transaction public information concerning the Company without the express Placement Agents’ prior 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 replyconsent, and this Right of First Refusal shall not apply initially only indicate to any transaction where the Placement Agents that the Company does not engage an investment bankercontemplates a financing. FOXO Technologies Inc. September 20, 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.2022