Right of Participation and First Refusal. (i) Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).
Right of Participation and First Refusal. (i) Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, from the date of this Agreement until the later of (i) eighteen (18) calendar months after the date of this Agreement or (ii) the date that the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).
Right of Participation and First Refusal. (i) Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement (including, without limitation, the equity financing agreement entered into between the Company and GHS Investments, LLC, on or around September 1, 2021 (the “Equity Line”)), from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement, being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).
Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined in the Note) (the “Excluded Transactions”), from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 5(d).
Right of Participation and First Refusal. (i) Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, and in addition to all other provisions in this Agreement, the Note, the Security Agreement, and all other ancillary documentation thereto, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) (provided, however, that the definition of Subsequent Placement shall not include the Company’s sale of its Common Stock pursuant to a registered offering by the Company that is underwritten by Maxim Group, LLC, which may also include a common stock purchase warrant component if part of a unit (the “Maxim Offering”)) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).
Right of Participation and First Refusal. (i) Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d). Notwithstanding anything to the contrary contained herein, this section shall not apply to the following: (i) any transaction or Subsequent Placement in connection with a public or private offering which has the purpose of extinguishing or retiring all or any part of the Company’s indebtedness to Buyer,(ii) any transaction or Subsequent Placement with the Company’s existing secured and/or unsecured lenders, (iii)any Subsequent Placement with existing shareholders/lenders designed as a bridge to the completion of an offering for the purpose of an up-listing of the Company’s common stock on a National Exchange as defined herein, or (iv) accepting loan and /or grant money from the SBA as described in section 3(gg) above.
Right of Participation and First Refusal i. Other than arrangements that are in place or disclosed in SEC filings prior to the date of this Agreement, or issuance of securities from the Company’s or any of its Subsidiaries formed or to be formed stock, stock option, equity-linked or similar plans approved by the Company’s or the relevant subsidiary’s Board of Directors or shareholders, or securities issued by the Company or any of its Subsidiaries formed or to be formed in settlement of debt, accounts payable or accrued expenses, from the date first written above until there is no longer any amount of principal or accrued interest payable on the Note, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(o).
