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

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined in the Note), from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 5(d). (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 one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”), provided, however, that if any of the other February 2023 Notes are outstanding at such time, then the Subsequent Placement Percentage shall be allocated amongst the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 a 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 Offer Period), the 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 the foregoing, this Section 5(d) shall not apply to an Excluded Transaction (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined the arrangements that are in place or disclosed in SEC Documents, and any future amendments thereto, prior to the Note)date of this Agreement, 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 Shares 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 5(d4(d). (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 one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”). Notwithstanding anything to the contrary contained herein, provided, however, that if any the Buyer’s acceptance of an Offer shall not limit the other February 2023 Notes are outstanding at such time, then Company’s ability to consummate the proposed or intended Subsequent Placement Percentage shall be allocated amongst or any other parties’ rights of participation concurrently with the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Buyer’s Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 (plus the prepayment premiums provided for in Section 1.9 of the Note if prior to the occurrence of an Event of Default (as defined in the Note) under the Note) in lieu of cash consideration with respect to all or any portion of the Subscription Amount. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a 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 Offer Period), the 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 the foregoing, this Section 5(d) shall not apply to an Excluded Transaction (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

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 Transactions Issuance (as defined in the Notebelow), 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 Shares 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 5(d4(d). (ii) The Company . “Excluded Issuance” shall deliver to the Buyer mean an irrevocable written notice (the “Offer Notice”) issuance or sale of any proposed Common Stock 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 any securities of the securities in Company or its Subsidiaries which entitle the Subsequent Placement holder thereof to be issuedacquire at any time shares of Common Stock, 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 (the “Subsequent Placement Percentage”) (in each case, an “Offer”), provided, however, that if any of the other February 2023 Notes are outstanding at such time, then the Subsequent Placement Percentage shall be allocated amongst the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, unit prices and interest rates) set forth in the Offer Noticeshares of Common Stock, unless a change to such terms and conditions any debt, preferred shares, rights, options, warrants or other instrument that 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 a Subsequent Placement at any time after convertible into or exercisable or exchangeable for, or otherwise entitles the Offer Notice 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 given 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 Buyer 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; (providedg) 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, however, provided that such modification or amendment to the terms or conditions cannot occur during any Offer Period), the 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 the foregoing, this Section 5(d) shall not apply to an Excluded Transaction securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the Note). filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (vior to the equityholders of a person) Notwithstanding which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the foregoingbusiness of the Company and shall provide to the Company additional benefits in addition to the investment of funds, this Section 5(d) but shall not apply to include a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by transaction in which the Company prior is issuing securities primarily for the purpose of raising capital or to the date of this Agreement have been waived with respect to the specific Subsequent Placementan entity whose primary business is investing in securities.

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined arrangements that are in place or disclosed in SEC Documents and any future amendments thereto, prior to the Note)date of this Agreement, 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 Shares 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 5(d4(d). (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 one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”). Notwithstanding anything to the contrary contained herein, provided, however, that if any the Buyer’s acceptance of an Offer shall not limit the other February 2023 Notes are outstanding at such time, then Company’s ability to consummate the proposed or intended Subsequent Placement Percentage shall be allocated amongst or any other parties’ rights of participation concurrently with the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Buyer’s Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 (plus the prepayment premiums provided for in Section 1.9 of the Note if prior to the occurrence of an Event of Default (as defined in the Note) under the Note) in lieu of cash consideration with respect to all or any portion of the Subscription Amount. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a 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 Offer Period), the 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 the foregoing, this Section 5(d) shall not apply to an Excluded Transaction (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, and in addition to all other provisions in this Agreement, the Note), the Security Agreement, and all other ancillary documentation thereto, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares 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 5(d4(d). (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 one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”), provided, however, that if any of the other February 2023 Notes are outstanding at such time, then the Subsequent Placement Percentage shall be allocated amongst the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 second (5th2ndh) 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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 a 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 Offer Period), the 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 second (5th2nd) Trading Day after the Buyer’s receipt of such new Offer Notice. (v) Notwithstanding the foregoing, this Section 5(d) shall not apply to an Excluded Transaction (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, and in addition to all other provisions in this Agreement, the Note), the Security Agreement, and all other ancillary documentation thereto, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares 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 5(d4(d). (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 one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”), provided, however, that if any of the other February 2023 Notes are outstanding at such time, then the Subsequent Placement Percentage shall be allocated amongst the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 second (5th2nd) 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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 a 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 Offer Period), the 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 second (5th2nd) Trading Day after the Buyer’s receipt of such new Offer Notice. (v) Notwithstanding the foregoing, this Section 5(d) shall not apply to an Excluded Transaction (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) Other than Excluded Transactions arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, so long as the Company shall have obligations under the Note which equal or exceed $250,000 in Principal Amount (as defined in the Note) (the “Principal Amount”), from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares 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 5(d4(d). (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 one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”), provided, however, that if any of the other February 2023 Notes are outstanding at such time, then the Subsequent Placement Percentage shall be allocated amongst the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 a 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 Offer Period), the 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 the foregoing, this Section 5(d) shall not apply to an Excluded Transaction (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined arrangements that are in place or disclosed in SEC Documents prior to the Note)date of this Agreement, from the date of this Agreement until the later of (i) eighteen (18) calendar months after the date of this Agreement or (ii) the date that the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares 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 5(d4(d). (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 (in Bxxxx’s sole discretion) (in each case, an “Offer”) at least one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement ROFR Percentage”) (in each case, an “Offer”), provided, however, that if any of the other February October 2023 Notes are outstanding at such time, then the Subsequent Placement ROFR Percentage shall be allocated amongst the February holders of the October 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February October 2023 Notes then held by the February 2023 Buyersoutstanding. In the event that any of the February holders of the October 2023 Buyers Notes elects not to participate in the Subsequent Placement, then full amount of their pro rata portion of the respective Subsequent Placement ROFR Percentage, then such remaining unexercised ROFR Percentage shall be offered allocated to the other February holders of the October 2023 Buyers Notes on a pro rata basis in proportion to the aggregate principal amount of February October 2023 Notes then held by each such other holderoutstanding. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 cash consideration with respect to all or any portion of the Subscription Amount. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a 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 Offer Period), the 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 the foregoing, this Section 5(d) shall not apply to an Excluded Transaction (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, and in addition to all other provisions in this Agreement, the Note), the Security Agreement, and all other ancillary documentation thereto, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares 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 5(d4(d). (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 one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”), provided, however, that if any of the other February 2023 Notes are outstanding at such time, then the Subsequent Placement Percentage shall be allocated amongst the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 a 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 Offer Period), the 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 foregoingcontrary herein, the terms and conditions of this Section 5(d4(d) shall not apply to an Excluded Transaction 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 than Common Stock) or other securities convertible into or exchangeable for Common Stock outstanding as defined of the date hereof and as disclosed in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company SEC Documents prior to the date hereof; (D) in connection with the acquisition of this Agreement have been waived all or part of another entity by stock acquisition, merger, consolidation or other reorganization, or by the purchase of all or part of the assets of such other entity (including securities issued to persons formerly employed by such other entity and subsequently hired by the Company and to any brokers or finders in connection therewith); (E) in connection with respect strategic transactions approved by the Board of Directors (provided such transactions is not primarily for the purpose of raising capital); (F) to bona fide commercial partners, or lessors in connection with credit arrangements, equipment financings or similar transactions approved by the Board of Directors; (G) in connection with the Company’s acquisition, joint-venture, licensing or business transaction of intellectual property assets from any individuals or entities approved by the Board of Directors (provided such transactions is not primarily for the purpose of raising 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 the specific Subsequent PlacementCompany’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 Excluded Transactions (as defined the contemplated financing transactions with the parties set forth in Schedule 4(d), and arrangements that are in place or disclosed in SEC Documents, and any future amendments thereto, prior to the Note)date of this Agreement, 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 Shares 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 5(d4(d). (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 one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”). Notwithstanding anything to the contrary contained herein, provided, however, that if any the Buyer’s acceptance of an Offer shall not limit the other February 2023 Notes are outstanding at such time, then Company’s ability to consummate the proposed or intended Subsequent Placement Percentage shall be allocated amongst concurrently with the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Buyer’s Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 (plus the prepayment premiums provided for in Section 1.9 of the Note if prior to the occurrence of an Event of Default (as defined in the Note) under the Note) in lieu of cash consideration with respect to all or any portion of the Subscription Amount. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a 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 Offer Period), the 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 the foregoing, this Section 5(d) shall not apply to an Excluded Transaction (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) i. Other than Excluded Transactions (as defined arrangements that are in place or disclosed in SEC filings prior to the Note)date of this Agreement, or issuance of securities from the Company’s or any of its Subsidiaries formed or to be formed stock, stock option, equity-linked or similar plans approved by the Company’s or the relevant subsidiary’s Board of Directors or shareholders, or securities issued by the Company or any of its Subsidiaries formed or to be formed in settlement of debt, accounts payable or accrued expenses, from the date first written above until there is no longer any amount of this Agreement until principal or accrued interest payable on 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 Shares 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 5(d4(o). (ii) . The Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Subsequent PlacementOffered 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 securities in the Subsequent Placement Offered Securities to be issued, sold, 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 securities in the Subsequent Placement Offered Securities (the “Subsequent Placement Percentage”) (in each case, an “OfferSubscription Amount”), provided, however, that if any of ; or (ii) the other February 2023 Notes are outstanding at such time, then the Subsequent Placement Percentage shall be allocated amongst the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holderNote issued hereunder. (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 second (5th2nd) Trading Day (as defined in the Note) business day after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount portion of the Subscription Amount that the Buyer elects to purchase (the “Subscription AmountNotice of 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, unit prices and interest rates) that are not more favorable to the Buyer or less favorable to the Company than those set forth in the Offer Notice. Upon completion of the first closing or upon the termination of the Subsequent Placement, unless a change to such terms and conditions is agreed to in writing between whichever comes first, the Company and Buyershall publicly announce either (A) the consummation of the Subsequent Placement or (B) the termination of the Subsequent Placement. (iv) . Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or and conditions of a Subsequent Placement at any time after the Offer Notice is given to Buyer (provided, however, that such modification or amendment prior to the terms or conditions cannot occur during any expiration of the Offer Period), the Company shall deliver to the Buyer a new Offer Notice and the Offer Period of such new Offer shall expire at on the end of the fifth second (5th2nd) Trading Day business day after the Buyer’s receipt of such new Offer Notice. (v) Notwithstanding . As used in this Agreement, the foregoingterm “business day” shall mean any day other than a Saturday, this Section 5(d) shall not apply to an Excluded Transaction (as defined Sunday or a day on which commercial banks in the Note)city of New York, New York are authorized or required by law or executive order to remain closed. (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined arrangements that are in place or disclosed in SEC Documents and any future amendments thereto, prior to the Note)date of this Agreement, from the date of this Agreement until the later of (i) eighteen (18) calendar months after the date of this Agreement or (ii) the date that the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares 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 5(d4(d). (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 one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”). Notwithstanding anything to the contrary contained herein, provided, however, that if any the Buyer’s acceptance of an Offer shall not limit the other February 2023 Notes are outstanding at such time, then Company’s ability to consummate the proposed or intended Subsequent Placement Percentage shall be allocated amongst or any other parties’ rights of participation concurrently with the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Buyer’s Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 (plus the prepayment premiums provided for in Section 1.9 of the Note if prior to the occurrence of an Event of Default (as defined in the Note) under the Note) in lieu of cash consideration with respect to all or any portion of the Subscription Amount. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a 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 Offer Period), the 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 the foregoing, this Section 5(d) shall not apply to an Excluded Transaction (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) Other than Excluded Transactions arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, so long as the Company shall have obligations under the Note which equal or exceed $250,000 in Principal Amount (as defined in the Note) (the “Principal Amount”), from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares 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 5(d4(d). (ii) The Company shall deliver to the each 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 each Buyer at least one hundred thirty percent (100300%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”), provided, however, that if any of the other February 2023 Notes are outstanding at such time, then the Subsequent Placement Percentage shall be allocated amongst the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (iii) To accept an Offer, in whole or in part, the each 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 each Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the each Buyer elects to purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the each Buyer upon terms and conditions (including, without limitation, 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 a 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 Offer Period), the Company shall deliver to the each 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 each Buyer’s receipt of such new Offer Notice. (v) Notwithstanding the foregoing, The Company’s obligations under this Section 5(d4(d) shall not apply to an Excluded Transaction (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted terminate with no further action required by the Company, the Placement Agent, or the Buyer on the business day the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placementconsummates an Uplist Offering.

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, , and in addition to all other provisions in this Agreement, the Note), the Security Agreement, and all other ancillary documentation thereto, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares 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 5(d4(d). (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 one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”), provided, however, that if any of the other February 2023 Notes are outstanding at such time, then the Subsequent Placement Percentage shall be allocated amongst the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 a 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 Offer Period), the 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 the foregoing, This Section 4(d) of this Section 5(d) Agreement shall not apply to an Excluded Transaction the Uplist Offering (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined in the Note), from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 5(d4(d). (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 one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”), provided, however, that if any of the other February 2023 Notes are outstanding at such time, then the Subsequent Placement Percentage shall be allocated amongst the February 2023 Notes on a pro rata basis ) in proportion an amount up to the aggregate original principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holderNote. (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 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, 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 a 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 Offer Period), the 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 the foregoing, this Section 5(d4(d) shall not apply to an the Excluded Transaction Transactions (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined arrangements that are in place or disclosed in SEC Documents prior to the Note)date of this Agreement, from the date of this Agreement until the later of (i) eighteen (18) calendar months after the date of this Agreement or (ii) the date that the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares 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 5(d4(d). (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 (in Buxxx’x sole discretion) (in each case, an “Offer”) at least one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement ROFR Percentage”) (in each case, an “Offer”), provided, however, that if any of the other February October 2023 Notes are outstanding at such time, then the Subsequent Placement ROFR Percentage shall be allocated amongst the February holders of the October 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February October 2023 Notes then held by the February 2023 Buyersoutstanding. In the event that any of the February holders of the October 2023 Buyers Notes elects not to participate in the Subsequent Placement, then full amount of their pro rata portion of the respective Subsequent Placement ROFR Percentage, then such remaining unexercised ROFR Percentage shall be offered allocated to the other February holders of the October 2023 Buyers Notes on a pro rata basis in proportion to the aggregate principal amount of February October 2023 Notes then held by each such other holderoutstanding. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 cash consideration with respect to all or any portion of the Subscription Amount. (iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a 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 Offer Period), the 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 the foregoing, this Section 5(d) shall not apply to an Excluded Transaction (as defined in the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, , and in addition to all other provisions in this Agreement, the Note), the Security Agreement, and all other ancillary documentation thereto, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares 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 5(d4(d). (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 one hundred percent (100%) of the securities in the Subsequent Placement (the “Subsequent Placement Percentage”) (in each case, an “Offer”), provided, however, that if any of the other February 2023 Notes are outstanding at such time, then the Subsequent Placement Percentage shall be allocated amongst the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 a 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 Offer Period), the 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 the foregoing, This Section 4(d) of this Section 5(d) Agreement shall not apply to an Excluded Transaction Exempt Issuance (as defined in the Note) or the Uplist Offering (as defined in the Note) (the “Uplist Offering”). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to the date of this Agreement have been waived with respect to the specific Subsequent Placement.

Right of Participation and First Refusal. (i) Other than Excluded Transactions (as defined in Prior to the Note)date of this Agreement, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Shares 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 5(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 one hundred percent (100%) an amount of the securities in the Subsequent Placement (equal to the “Subsequent Placement Percentage”) original principal amount of the Note identified on the signature page hereto (in each case, an “Offer”), provided, however, that if any of the other February 2023 Notes are outstanding at such time, then the Subsequent Placement Percentage shall be allocated amongst the February 2023 Notes on a pro rata basis in proportion to the aggregate principal amount of the February 2023 Notes then held by the February 2023 Buyers. In the event that any of the February 2023 Buyers elects not to participate in the Subsequent Placement, then their pro rata portion of the respective Subsequent Placement Percentage shall be offered to the other February 2023 Buyers on a pro rata basis in proportion to the aggregate principal amount of February 2023 Notes then held by each such other holder. (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 shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, 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 a 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 Offer Period), the 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 the foregoing, this This Section 5(d4(c) shall not apply to an Excluded Transaction offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) that is conducted pursuant to an offering statement (the “Offering Circular”) that is filed under Regulation A as defined promulgated under the 1933 Act (a “Reg A Offering”); provided that the Buyer shall be entitled to participate in any such Reg A Offering up to an amount in its discretion during the Note). (vi) Notwithstanding the foregoing, this Section 5(d) shall not apply to a Subsequent Placement unless all similar rights of participation and rights of first refusals granted by the Company prior to 60 days after the date of this Agreement have been waived with respect to that the specific Subsequent PlacementBuyer is qualified and the Offering Circular is publicly filed.