LMR Partners hedge fund4.22 Right of First Refusal. Upon the Closing, for a period of twelve (12) months from the Closing the Company grants the Representative the right of first refusal to act as sole managing underwriter and sole book runner, sole placement agent, or sole sales agent, for any and all future public or private equity, equity-linked, convertible or debt securities (excluding, for the avoidance of doubt, commercial bank debt) offerings for which the Company retains the service of an underwriter, agent, advisor, finder or other person or entity in connection with such offering during such twelve (12) month period of the Company, or any successor to or any subsidiary of the Company, excluding the PGA Financing, the IBK Financings and the ATM (each as defined in the Engagement Agreement (as defined below)) and a financing solely with LMR Partners. The Company shall not offer to retain any entity or person in connection with any such offering on terms more favorable than terms on which it offers to retain the Representative. Such offer shall be made in writing in order to be effective. The Representative shall notify the Company within five (5) business days of its receipt of the written offer contemplated above as to whether or not it agrees to accept such retention. If the Representative should decline such retention, the Company shall have no further obligations to the Representative with respect to the specific offering for which it has offered to retain the Representative, except as otherwise provided for herein.