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 (including, without limitation, the equity financing agreement entered into between the Company and GHS Investments, LLC, on or around September 1, 2021 (the “Equity Line”)), from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement, being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).

Right of Participation and First Refusal. (i) Other than 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 (including, without limitation, the equity financing agreement entered into between the Company and GHS Investments, LLC, on or around September 1, 2021 (the “Equity Line”))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 Stock (any such offer, sale, grant, disposition or announcement, 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).