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, and other than any Excluded Issuance (as defined below), from the date of this Agreement until 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). “Excluded Issuance” shall mean an issuance or sale of any Common Stock or any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, shares of Common Stock, any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by the Company in connection with: (a) a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating to the operation of the Company’s business, so long as such issuances are not primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

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 so long as the Company shall have obligations under the Note which equal or exceed $250,000 in Principal Amount (as defined belowin the Note) (the “Principal Amount”), from the date of this Agreement until 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). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or any securities intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent Placement (in each case, an “Offer”). (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company or its Subsidiaries which entitle prior to the holder thereof end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to acquire at any time shares of Common Stock, purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, shares unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of Common Stock, any debt, preferred shares, rights, options, warrants or other instrument that is a Subsequent Placement at any time convertible into after the Offer Notice is given to Buyer (provided, however, that such modification or exercisable amendment to the terms or exchangeable forconditions cannot occur during any Offer Period), or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by the Company in connection with: (a) shall deliver to the Buyer a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers new Offer Notice and the Offer Period of such new Offer shall expire at the end of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; fifth (b5th) Trading Day after the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number Buyer’s receipt of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating to the operation of the Company’s business, so long as such issuances are not primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesnew Offer Notice.

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 than any Excluded Issuance (as defined below)provisions in this Agreement, the Note, the Security Agreement, and all other ancillary documentation thereto, from the date of this Agreement until 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”) (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). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or any securities intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent Placement (in each case, an “Offer”). (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company or its Subsidiaries which entitle prior to the holder thereof end of the second (2ndh) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to acquire at any time shares of Common Stock, purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, shares unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of Common Stock, any debt, preferred shares, rights, options, warrants or other instrument that is a Subsequent Placement at any time convertible into after the Offer Notice is given to Buyer (provided, however, that such modification or exercisable amendment to the terms or exchangeable forconditions cannot occur during any Offer Period), or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by the Company in connection with: (a) shall deliver to the Buyer a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers new Offer Notice and the Offer Period of such new Offer shall expire at the end of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; second (b2nd) Trading Day after the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number Buyer’s receipt of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating to the operation of the Company’s business, so long as such issuances are not primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesnew Offer Notice.

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 than any Excluded Issuance (as defined below)provisions in this Agreement, the Note, the Security Agreement, and all other ancillary documentation thereto, from the date of this Agreement until 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). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or any securities intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent Placement (in each case, an “Offer”). (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company or its Subsidiaries which entitle prior to the holder thereof end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to acquire at any time shares of Common Stock, purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, shares unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of Common Stock, any debt, preferred shares, rights, options, warrants or other instrument that is a Subsequent Placement at any time convertible into after the Offer Notice is given to Buyer (provided, however, that such modification or exercisable amendment to the terms or exchangeable forconditions cannot occur during any Offer Period), or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by the Company in connection with: (a) shall deliver to the Buyer a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers new Offer Notice and the Offer Period of such new Offer shall expire at the end of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; fifth (b5th) Trading Day after the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number Buyer’s receipt of such securities or to decrease the exercise price or exchange price new Offer Notice. (v) This Section 4(d) of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating this Agreement shall not apply to the operation of the Company’s business, so long as such issuances are not primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” Uplist Offering (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesNote).

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 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). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or any securities intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least $360,000.00 of the securities in the Subsequent Placement (in each case, an “Offer”). (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company or its Subsidiaries which entitle prior to the holder thereof end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to acquire at any time shares of Common Stock, purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, shares of Common Stockunit prices and interest rates) set forth in the Offer Notice, any debt, preferred shares, rights, options, warrants or other instrument that unless a change to such terms and conditions is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof agreed to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by in writing between the Company and Buyer. The Buyer may elect to exchange any amounts owed under the Note (plus the prepayment premiums provided for in connection with: (a) a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers Section 1.9 of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating Note if prior to the operation occurrence of the Company’s business, so long as such issuances are not primarily for the purpose an Event of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” Default (as defined in Rule 144the Note) and carry no registration rights that require under the Note) in lieu of cash consideration with respect to all or permit any portion of the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person Subscription Amount. (or iv) Notwithstanding anything to the equityholders contrary contained herein, if the Company desires to modify or amend the terms or conditions of a person) which isSubsequent Placement at any time after the Offer Notice is given to Buyer (provided, itself however, that such modification or through its subsidiariesamendment to the terms or conditions cannot occur during any Offer Period), an operating company or an owner the Company shall deliver to the Buyer a new Offer Notice and the Offer Period of an asset in a business synergistic with such new Offer shall expire at the business end of the Company and shall provide to fifth (5th) Trading Day after the Company additional benefits in addition to the investment Buyer’s receipt of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiessuch new Offer Notice.

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 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). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or any securities intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer (in Bxxxx’s sole discretion) (in each case, an “Offer”) at least one hundred percent (100%) of the securities in the Subsequent Placement (the “ROFR Percentage”), provided, however, that if any of the other October 2023 Notes are outstanding at such time, then the ROFR Percentage shall be allocated amongst the holders of the October 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the October 2023 Notes then outstanding. In the event that any of the holders of the October 2023 Notes elects not to participate in the full amount of their pro rata portion of the respective ROFR Percentage, then such remaining unexercised ROFR Percentage shall be allocated to the other holders of the October 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of October 2023 Notes then outstanding. (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company or its Subsidiaries which entitle prior to the holder thereof end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to acquire at any time shares of Common Stock, purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, shares unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer. The Buyer may elect to exchange any amounts owed under the Note in lieu of Common Stockcash consideration with respect to all or any portion of the Subscription Amount. (iv) Notwithstanding anything to the contrary contained herein, any debt, preferred shares, rights, options, warrants if the Company desires to modify or other instrument that is amend the terms or conditions of a Subsequent Placement at any time convertible into after the Offer Notice is given to Buyer (provided, however, that such modification or exercisable amendment to the terms or exchangeable forconditions cannot occur during any Offer Period), or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by the Company in connection with: (a) shall deliver to the Buyer a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers new Offer Notice and the Offer Period of such new Offer shall expire at the end of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; fifth (b5th) Trading Day after the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number Buyer’s receipt of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating to the operation of the Company’s business, so long as such issuances are not primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesnew Offer Notice.

Right of Participation and First Refusal. (i) Other than arrangements that are in place or disclosed in SEC Documents and any future amendments thereto, prior to the date of this Agreement, and other than any Excluded Issuance (as defined below), 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). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent Placement (in each case, an “Offer”). Notwithstanding anything to the contrary contained herein, the Buyer’s acceptance of an Offer shall not limit the Company’s ability to consummate the proposed or intended Subsequent Placement or any securities other parties’ rights of participation concurrently with the Buyer’s Subsequent Placement. (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company prior to the end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to purchase (the “Subscription Amount”). The Company or its Subsidiaries which entitle shall complete the holder thereof Subsequent Placement and issue and sell the Subscription Amount to acquire at any time shares of Common Stock, the Buyer upon terms and conditions (including, without limitation, shares of Common Stockunit prices and interest rates) set forth in the Offer Notice, any debt, preferred shares, rights, options, warrants or other instrument that unless a change to such terms and conditions is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof agreed to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by in writing between the Company and Buyer. The Buyer may elect to exchange any amounts owed under the Note (plus the prepayment premiums provided for in connection with: (a) a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers Section 1.9 of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating Note if prior to the operation occurrence of the Company’s business, so long as such issuances are not primarily for the purpose an Event of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” Default (as defined in Rule 144the Note) and carry no registration rights that require under the Note) in lieu of cash consideration with respect to all or permit any portion of the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person Subscription Amount. (or iv) Notwithstanding anything to the equityholders contrary contained herein, if the Company desires to modify or amend the terms or conditions of a person) which isSubsequent Placement at any time after the Offer Notice is given to Buyer (provided, itself however, that such modification or through its subsidiariesamendment to the terms or conditions cannot occur during any Offer Period), an operating company or an owner the Company shall deliver to the Buyer a new Offer Notice and the Offer Period of an asset in a business synergistic with such new Offer shall expire at the business end of the Company and shall provide to fifth (5th) Trading Day after the Company additional benefits in addition to the investment Buyer’s receipt of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiessuch new Offer Notice.

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 so long as the Company shall have obligations under the Note which equal or exceed $250,000 in Principal Amount (as defined belowin the Note) (the “Principal Amount”), from the date of this Agreement until 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). . (ii) The Company shall deliver to each Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or any securities intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with each Buyer at least thirty percent (300%) of the securities in the Subsequent Placement (in each case, an “Offer”). (iii) To accept an Offer, in whole or in part, each Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company or its Subsidiaries which entitle prior to the holder thereof end of the fifth (5th) Trading Day (as defined in the Note) after each Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that each Buyer elects to acquire at any time shares of Common Stock, purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to each Buyer upon terms and conditions (including, without limitation, shares unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of Common Stock, any debt, preferred shares, rights, options, warrants or other instrument that is a Subsequent Placement at any time convertible into after the Offer Notice is given to Buyer (provided, however, that such modification or exercisable amendment to the terms or exchangeable forconditions cannot occur during any Offer Period), or otherwise entitles the holder thereof Company shall deliver to receive, shares each Buyer a new Offer Notice and the Offer Period of Common Stock such new Offer shall expire at the end of the fifth (“Common Stock Equivalents”5th) issued or sold Trading Day after each Buyer’s receipt of such new Offer Notice. (v) The Company’s obligations under this Section 4(d) shall terminate with no further action required by the Company in connection with: (a) a grant to any existing or prospective directorsCompany, officers or other employees, sales agents, consultants, or service providers of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Company into capital stockPlacement Agent, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding Buyer on the date hereof, provided such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by business day the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating to the operation of the Company’s business, so long as such issuances are not primarily for the purpose of raising capital or to consummates an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesUplist Offering.

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 than any Excluded Issuance (as defined below)provisions in this Agreement, the Note, the Security Agreement, and all other ancillary documentation thereto, from the date of this Agreement until 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). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or any securities intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent Placement (in each case, an “Offer”). (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company or its Subsidiaries which entitle prior to the holder thereof end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to acquire at any time shares of Common Stock, purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, shares unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of Common Stocka Subsequent Placement at any time after the Offer Notice is given to Buyer (provided, however, that such modification or amendment to the terms or conditions cannot occur during any debtOffer Period), preferred sharesthe Company shall deliver to the Buyer a new Offer Notice and the Offer Period of such new Offer shall expire at the end of the fifth (5th) Trading Day after the Buyer’s receipt of such new Offer Notice. (v) Notwithstanding anything to the contrary herein, rightsthe terms and conditions of this Section 4(d) shall not apply to any of the following issuances of securities: (A) upon exercise of the Warrants; (B) pursuant to the issuance, vesting and/or exercise of options, warrants, restricted stock, restricted stock units or other common stock purchase rights issued (or to be issued) to employees, officers or directors of, or consultants or advisors to, the Company for compensatory purposes pursuant to any stock purchase plan, stock option plan, equity incentive plan or other plan or arrangement approved by the Board of Directors (or the Compensation Committee thereof) at any time; (C) pursuant to the exercise or conversion of options, warrants or any evidence of indebtedness, shares of capital stock (other instrument that is at any time than Common Stock) or other securities convertible into or exercisable exchangeable for Common Stock outstanding as of the date hereof and as disclosed in the SEC Documents prior to the date hereof; (D) in connection with the acquisition of all or exchangeable forpart of another entity by stock acquisition, merger, consolidation or other reorganization, or otherwise entitles by the holder thereof purchase of all or part of the assets of such other entity (including securities issued to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold persons formerly employed by such other entity and subsequently hired by the Company and to any brokers or finders in connection with: (a) a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreementtherewith); (bE) in connection with strategic transactions approved by the conversion or exchange Board of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, Directors (provided such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating to the operation of the Company’s business, so long as such issuances are transactions is not primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiescapital); (eF) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganizationto bona fide commercial partners, or any lessors in connection with credit arrangements, equipment financings or similar recapitalizationtransactions approved by the Board of Directors; (fG) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision Company’s acquisition, joint-venture, licensing or business transaction of goods intellectual property assets from any individuals or services pursuant to transactions entities approved by a majority the Board of the independent directors of the Company; or Directors (i) securities issued pursuant to acquisitions or strategic provided such transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall is not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital capital); (H) shares of Common Stock issued pursuant to equipment lease arrangements or financings from a bank approved by the Board of Directors of the Company and (I) any shares of preferred stock issued or issuable pursuant to an entity whose primary business is investing in securitiesthe Company’s Regulation A+ offering of preferred stock pursuant to that Form 1-A originally filed with the SEC on April 23, 2021 as the same may be amended from time to time, and any shares of Common Stock issuable upon conversion thereof (the “Reg A+ Offering”).

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 Transactions (as defined belowin the Note), from the date of this Agreement until 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 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 4(d). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or any securities intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer securities in the Subsequent Placement (in each case, an “Offer”) in an amount up to the original principal amount of the Note. (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company or its Subsidiaries which entitle prior to the holder thereof end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to acquire at any time shares of Common Stock, purchase up to the maximum amount provided for in Section 4(d)(ii) (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, shares unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of Common Stock, any debt, preferred shares, rights, options, warrants or other instrument that is a Subsequent Placement at any time convertible into after the Offer Notice is given to Buyer (provided, however, that such modification or exercisable amendment to the terms or exchangeable forconditions cannot occur during any Offer Period), or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by the Company in connection with: (a) shall deliver to the Buyer a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers new Offer Notice and the Offer Period of such new Offer shall expire at the end of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; fifth (b5th) Trading Day after the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number Buyer’s receipt of such securities or to decrease new Offer Notice. (v) Notwithstanding the exercise price or exchange price of such securities; (cforegoing, this Section 4(d) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating shall not apply to the operation of the Company’s business, so long as such issuances are not primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” Excluded Transactions (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesNote).

Right of Participation and First Refusal. (i) Other than arrangements that are in place or disclosed in SEC Documents and any future amendments thereto, prior to the date of this Agreement, and other than any Excluded Issuance (as defined below), from the date of this Agreement until the later of (i) twelve (12) 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). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent Placement (in each case, an “Offer”). Notwithstanding anything to the contrary contained herein, the Buyer’s acceptance of an Offer shall not limit the Company’s ability to consummate the proposed or intended Subsequent Placement or any securities other parties’ rights of participation concurrently with the Buyer’s Subsequent Placement. (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company prior to the end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to purchase (the “Subscription Amount”). The Company or its Subsidiaries which entitle shall complete the holder thereof Subsequent Placement and issue and sell the Subscription Amount to acquire at any time shares of Common Stock, the Buyer upon terms and conditions (including, without limitation, shares of Common Stockunit prices and interest rates) set forth in the Offer Notice, any debt, preferred shares, rights, options, warrants or other instrument that unless a change to such terms and conditions is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof agreed to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by in writing between the Company and Buyer. The Buyer may elect to exchange any amounts owed under the Note (plus the prepayment premiums provided for in connection with: (a) a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers Section 1.9 of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating Note if prior to the operation occurrence of the Company’s business, so long as such issuances are not primarily for the purpose an Event of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” Default (as defined in Rule 144the Note) and carry no registration rights that require under the Note) in lieu of cash consideration with respect to all or permit any portion of the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person Subscription Amount. (or iv) Notwithstanding anything to the equityholders contrary contained herein, if the Company desires to modify or amend the terms or conditions of a person) which isSubsequent Placement at any time after the Offer Notice is given to Buyer (provided, itself however, that such modification or through its subsidiariesamendment to the terms or conditions cannot occur during any Offer Period), an operating company or an owner the Company shall deliver to the Buyer a new Offer Notice and the Offer Period of an asset in a business synergistic with such new Offer shall expire at the business end of the Company and shall provide to fifth (5th) Trading Day after the Company additional benefits in addition to the investment Buyer’s receipt of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiessuch new Offer Notice.

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 than any Excluded Issuance (as defined below)provisions in this Agreement, the Note, the Security Agreement, and all other ancillary documentation thereto, from the date of this Agreement until 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). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or any securities intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent Placement (in each case, an “Offer”). (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company or its Subsidiaries which entitle prior to the holder thereof end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to acquire at any time shares of Common Stock, purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, shares unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of Common Stock, any debt, preferred shares, rights, options, warrants or other instrument that is a Subsequent Placement at any time convertible into after the Offer Notice is given to Buyer (provided, however, that such modification or exercisable amendment to the terms or exchangeable forconditions cannot occur during any Offer Period), or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by the Company in connection with: (a) shall deliver to the Buyer a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers new Offer Notice and the Offer Period of such new Offer shall expire at the end of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; fifth (b5th) Trading Day after the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number Buyer’s receipt of such securities or to decrease the exercise price or exchange price new Offer Notice. (v) This Section 4(d) of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating to the operation of the Company’s business, so long as such issuances are this Agreement shall not primarily for the purpose of raising capital or apply to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” Exempt Issuance (as defined in Rule 144the Note) and carry no registration rights that require or permit the filing of any registration statement Uplist Offering (as defined in connection therewith, and provided that any such issuance shall only be to a person the Note) (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities“Uplist Offering”).

Right of Participation and First Refusal. (i) i. Other than arrangements that are in place or disclosed in SEC Documents filings prior to the date of this Agreement, and other than or issuance of securities from the Company’s or any Excluded Issuance (as defined below)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 this Agreement until principal or accrued interest payable on the date that the Note is extinguished in its entiretyNote, 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, 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 and under any circumstances, convertible into, exchangeable, 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(d4(o). ii. The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an Offer Notice”) of any proposed or intended issuance or sale of any Common Stock or any securities exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged and (y) offer to issue and sell to or exchange with the Buyer the lesser of (i) at least one hundred percent (100%) of the Offered Securities (the “Subscription Amount”); or (ii) the principal amount of the Note issued hereunder. iii. To accept an Offer, in whole or in part, the Buyer must deliver a written notice to the Company or its Subsidiaries which entitle prior to the holder thereof end of the second (2nd) business day after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of the Subscription Amount that the Buyer elects to acquire at any time shares purchase (the “Notice of Common Stock, Acceptance”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer but only upon terms and conditions (including, without limitation, shares of Common Stock, any debt, preferred shares, rights, options, warrants or other instrument unit prices and interest rates) that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by the Company in connection with: (a) a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have are not been amended since the date hereof to increase the number of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating more favorable to the operation of the Company’s business, so long as such issuances are not primarily for the purpose of raising capital Buyer or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide less favorable to the Company additional benefits than those set forth in addition the Offer Notice. Upon completion of the first closing or upon the termination of the Subsequent Placement, whichever comes first, the Company shall publicly announce either (A) the consummation of the Subsequent Placement or (B) the termination of the Subsequent Placement. iv. Notwithstanding anything to the investment of fundscontrary contained herein, but shall not include a transaction in which if the Company is issuing securities primarily for desires to modify or amend the purpose terms and conditions of raising capital the Offer prior to the expiration of the Offer Period, the Company shall deliver to the Buyer a new Offer Notice and the Offer Period shall expire on the second (2nd) business day after the Buyer’s receipt of such new Offer Notice. As used in this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to an entity whose primary business is investing in securitiesremain closed.

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 than any Excluded Issuance (as defined below)provisions in this Agreement, the Note, the Security Agreement, and all other ancillary documentation thereto, from the date of this Agreement until 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”) (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). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or any securities intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent Placement (in each case, an “Offer”). (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company or its Subsidiaries which entitle prior to the holder thereof end of the second (2nd) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to acquire at any time shares of Common Stock, purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, shares unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of Common Stock, any debt, preferred shares, rights, options, warrants or other instrument that is a Subsequent Placement at any time convertible into after the Offer Notice is given to Buyer (provided, however, that such modification or exercisable amendment to the terms or exchangeable forconditions cannot occur during any Offer Period), or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by the Company in connection with: (a) shall deliver to the Buyer a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers new Offer Notice and the Offer Period of such new Offer shall expire at the end of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; second (b2nd) Trading Day after the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number Buyer’s receipt of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating to the operation of the Company’s business, so long as such issuances are not primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesnew Offer Notice.

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 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). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or any securities intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer (in Buxxx’x sole discretion) (in each case, an “Offer”) at least one hundred percent (100%) of the securities in the Subsequent Placement (the “ROFR Percentage”), provided, however, that if any of the other October 2023 Notes are outstanding at such time, then the ROFR Percentage shall be allocated amongst the holders of the October 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the October 2023 Notes then outstanding. In the event that any of the holders of the October 2023 Notes elects not to participate in the full amount of their pro rata portion of the respective ROFR Percentage, then such remaining unexercised ROFR Percentage shall be allocated to the other holders of the October 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of October 2023 Notes then outstanding. (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company or its Subsidiaries which entitle prior to the holder thereof end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to acquire at any time shares of Common Stock, purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, shares unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer. The Buyer may elect to exchange any amounts owed under the Note in lieu of Common Stockcash consideration with respect to all or any portion of the Subscription Amount. (iv) Notwithstanding anything to the contrary contained herein, any debt, preferred shares, rights, options, warrants if the Company desires to modify or other instrument that is amend the terms or conditions of a Subsequent Placement at any time convertible into after the Offer Notice is given to Buyer (provided, however, that such modification or exercisable amendment to the terms or exchangeable forconditions cannot occur during any Offer Period), or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by the Company in connection with: (a) shall deliver to the Buyer a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers new Offer Notice and the Offer Period of such new Offer shall expire at the end of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; fifth (b5th) Trading Day after the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number Buyer’s receipt of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating to the operation of the Company’s business, so long as such issuances are not primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesnew Offer Notice.

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, and other than any Excluded Issuance (as defined below), from the date of this Agreement until the later of (i) twelve (12) 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). . (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Excluded Issuance” shall mean an issuance or sale Offer Notice”) of any Common Stock proposed or any securities intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent Placement (in each case, an “Offer”). Notwithstanding anything to the contrary contained herein, the Buyer’s acceptance of an Offer shall not limit the Company’s ability to consummate the proposed or intended Subsequent Placement concurrently with the Buyer’s Subsequent Placement. (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company or its Subsidiaries which entitle prior to the holder thereof end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to acquire at any time shares of Common Stock, purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, shares of Common Stockunit prices and interest rates) set forth in the Offer Notice, any debt, preferred shares, rights, options, warrants or other instrument that unless a change to such terms and conditions is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof agreed to receive, shares of Common Stock (“Common Stock Equivalents”) issued or sold by in writing between the Company and Buyer. The Buyer may elect to exchange any amounts owed under the Note (plus the prepayment premiums provided for in connection with: (a) a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers Section 1.9 of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating Note if prior to the operation occurrence of the Company’s business, so long as such issuances are not primarily for the purpose an Event of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision of Common Stock (by a split of Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (f) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company; (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” Default (as defined in Rule 144the Note) and carry no registration rights that require under the Note) in lieu of cash consideration with respect to all or permit any portion of the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person Subscription Amount. (or iv) Notwithstanding anything to the equityholders contrary contained herein, if the Company desires to modify or amend the terms or conditions of a person) which isSubsequent Placement at any time after the Offer Notice is given to Buyer (provided, itself however, that such modification or through its subsidiariesamendment to the terms or conditions cannot occur during any Offer Period), an operating company or an owner the Company shall deliver to the Buyer a new Offer Notice and the Offer Period of an asset in a business synergistic with such new Offer shall expire at the business end of the Company and shall provide to fifth (5th) Trading Day after the Company additional benefits in addition to the investment Buyer’s receipt of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiessuch new Offer Notice.

Right of Participation and First Refusal. (i) Other than arrangements that are in place or disclosed in SEC Documents prior Prior to the date of this Agreement, and other than any Excluded Issuance (as defined below), from the date of this Agreement until 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 respect to the foregoing, in each case unless the Company shall have first complied with this Section 4(d4(c). (ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least an amount of the securities in the Subsequent Placement equal to the original principal amount of the Note identified on the signature page hereto (in each case, an “Offer”). (iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company prior to the end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to purchase (the “Subscription Amount”). “Excluded Issuance” The Company shall mean an issuance or sale of any Common Stock or any securities of complete the Company or its Subsidiaries which entitle Subsequent Placement and issue and sell the holder thereof Subscription Amount to acquire at any time shares of Common Stock, the Buyer upon terms and conditions (including, without limitation, shares unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of Common Stock, any debt, preferred shares, rights, options, warrants or other instrument that is a Subsequent Placement at any time convertible into after the Offer Notice is given to Buyer (provided, however, that such modification or exercisable amendment to the terms or exchangeable forconditions cannot occur during any Offer Period), or otherwise entitles the holder thereof Company shall deliver to receive, shares the Buyer a new Offer Notice and the Offer Period of such new Offer shall expire at the end of the fifth (5th) Trading Day after the Buyer’s receipt of such new Offer Notice. (v) This Section 4(c) shall not apply to an offering of Common Stock (“Common Stock Equivalents”) issued or sold by the Company in connection with: (a) a grant to any existing or prospective directors, officers or other employees, sales agents, consultants, or service providers of the Company or any Subsidiary pursuant to a stock incentive plan or similar equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Company into capital stock, or the exercise of any warrants or other rights to acquire capital stock issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price or exchange price of such securities; (c) any acquisition by the Company or any Subsidiary of any equity interests, assets, properties, or business of any Person; (d) any strategic license agreements, mergers, consolidations, business combinations, acquisitions, purchases or leases of assets, partnering arrangements, joint ventures, strategic alliances, investor relations or public relations agreements, or other commercial relationships (including to persons who are customers and suppliers of the Company) relating to the operation of the Company’s business, so long as such issuances are not primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (e) any subdivision units consisting of Common Stock (by a split of and warrants to purchase Common Stock or otherwise), payment of stock dividend, reclassification, reorganization, or any similar recapitalization; (fStock) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, that is conducted pursuant to an offering statement (the “Offering Circular”) that is filed under Regulation A as promulgated under the 1933 Act (a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the independent directors of the Company“Reg A Offering”); (g) securities issued in connection with the provision of goods or services pursuant to transactions approved by a majority of the independent directors of the Company; or (i) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined the Buyer shall be entitled to participate in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or Reg A Offering up to an entity whose primary business amount in its discretion during the first 60 days after the date that the Buyer is investing in securitiesqualified and the Offering Circular is publicly filed.