Common use of Right of Participation and First Refusal Clause in Contracts

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 and continuing through the date that is one hundred eighty (180) calendar days after the date of this Agreement, 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’ convertible debt, equity, or equity equivalent securities, including without limitation any convertible 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 and continuing through until the date that is one hundred eighty later of (180i) eighteen (18) calendar days months after the date of this AgreementAgreement 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’ convertible debt, equity, or equity equivalent securities, including without limitation any convertible 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, and other than any Excluded Issuance (as defined below), from the date of this Agreement and continuing through until the date that the Note is one hundred eighty (180) calendar days after the date of this Agreementextinguished 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’ convertible debt, equity, or equity equivalent securities, including without limitation any convertible 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 so long as the date of this Agreement and continuing through Company shall have obligations under the date that is one hundred eighty Note which equal or exceed $250,000 in Principal Amount (180as defined in the Note) calendar days after (the date of this Agreement“Principal Amount”), 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’ convertible debt, equity, or equity equivalent securities, including without limitation any convertible 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 the arrangements that are in place or disclosed in SEC Documents Documents, and any future amendments thereto, prior to the date of this Agreement, from the date of this Agreement and continuing through until the date that is one hundred eighty later of (180i) twelve (12) calendar days months after the date of this AgreementAgreement 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’ convertible debt, equity, or equity equivalent securities, including without limitation any convertible 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 or the intent to enter into such arrangements are disclosed in SEC Documents prior to the date of this Agreement, from the date of this Agreement and continuing through first written above until the date that Note is one hundred eighty (180) calendar days after the date of this Agreementextinguished 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 Material Subsidiaries’ convertible debt, equity, equity or equity equivalent securities, including without limitation any convertible 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 AgreementAgreement or transactions in which the Company receives net proceeds less than $150,000, from the date of this Agreement and continuing through until the date that Note is one hundred eighty (180) calendar days after the date of this Agreementextinguished 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’ convertible debt, equity, or equity equivalent securities, including without limitation any convertible 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 the contemplated financing transactions with the parties set forth in Schedule 4(d), and arrangements that are in place or disclosed in SEC Documents Documents, and any future amendments thereto, prior to the date of this Agreement, from the date of this Agreement and continuing through until the date that is one hundred eighty later of (180i) twelve (12) calendar days months after the date of this AgreementAgreement 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’ convertible debt, equity, or equity equivalent securities, including without limitation any convertible 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).