Common use of Additional Covenants and Agreements of the Company Clause in Contracts

Additional Covenants and Agreements of the Company. The Company covenants to and agrees with the Placement Agent that, from the date hereof through the Termination Date, it shall: (a) Notify the Placement Agent as soon as practicable, and confirm such notice promptly in writing: (i) when any event shall have occurred during the period commencing on the date hereof and ending on the later of the Closing Date as a result of which the Securities Purchase Agreement would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) of the receipt of any notification with respect to the modification, rescission, withdrawal or suspension of the qualification or registration of the Securities or of an exemption from such registration or qualification in any jurisdiction. The Company will use its reasonable best efforts to prevent the issuance of any such modification, rescission, withdrawal or suspension and, if any such modification, rescission, withdrawal or suspension is issued, to obtain the lifting thereof as promptly as possible. (b) Not supplement or amend the Securities Purchase Agreement unless the Placement Agent and its counsel shall have approved of such supplement or amendment in writing, such approval not to be unreasonably withheld, delayed or conditioned. If, at any time during the period commencing on the date hereof and ending on the final Closing Date, any event shall have occurred as a result of which the Securities Purchase Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or if, in the opinion of counsel to the Company or counsel to the Placement Agent, it is necessary at any time to supplement or amend the Securities Purchase Agreement to comply with the Securities Act, Regulation D or any applicable securities or "blue sky" laws, the Company will promptly prepare an appropriate supplement or amendment (in form and substance reasonably satisfactory to the Placement Agent and its counsel) which will correct such statement or omission or which will effect such compliance. (c) Deliver without charge to the Placement Agent such number of copies of the Securities Purchase Agreement and any supplement or amendment thereto as may reasonably be requested by the Placement Agent. (d) Not, directly or indirectly, in connection with the Placement or as otherwise agreed to in this Agreement, solicit any offer to buy from, or offer to sell to, any person or entity, any Securities or other securities of the Company except through the Placement Agent. (e) Not solicit any offer to buy or offer to sell Securities by any form of general solicitation or advertising, including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over the Internet, television or radio or at any seminar or meeting whose attendees have been invited by any general solicitation or advertising or accept any subscription from an investor who contacted the Company regarding the Placement due to any Company announcement or public filing. (f) At all times during the period commencing on the date hereof and ending on the final Closing Date, provide to each prospective Investor or his purchaser representative, if any, on reasonable request, such information (in addition to that contained in the Securities Purchase Agreement ) concerning the Placement, the Company, the Securities and any other relevant matters as it possesses or can acquire without unreasonable effort or expense and extend to each prospective Investor or his purchaser representative, if any, the opportunity to ask questions of, and receive answers from the Company concerning the terms and conditions of the Placement and the business of the Company and to obtain any other additional information, to the extent it possesses the same or can acquire it without unreasonable effort or expense, as such prospective Investor or purchaser representative may consider necessary in making an informed investment decision or in order to verify the accuracy of the information furnished to such prospective Investor or purchaser representative, as the case may be, in each csae subject to applicable law. (g) Notify the Placement Agent promptly of the acceptance or rejection of any Securities Purchase Agreement. (h) At the Closing, provide the Placement Agent with the Lock-Up Agreements attached as Annex VII to the Securities Purchase Agreement. (i) File five (5) copies of a Notice of Sales of Securities on Form D with the SEC no later than 15 days after the first sale of the Securities, if required by law. The Company shall file promptly such amendments to such Notices on Form D as shall become necessary and shall also comply with any filing requirement imposed by the laws of any state, province or jurisdiction in which offers and sales are made, including all appropriate "blue sky" filings pursuant to documentation prepared by the Placement Agent's counsel. The Placement Agent's counsel shall furnish the Placement Agent and the Company with copies of all filings made hereunder with respect to the laws of any such state, province, or jurisdiction and the Company shall furnish the Placement Agent with copies of all such filings with the SEC. (j) Place substantially the following legend on all certificates representing the Debentures and the Warrants: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE." (k) Not, directly or indirectly, knowingly engage in any act or activity which may jeopardize the status of the offering and sale of the Units as exempt transactions under the Securities Act or under the securities or "blue sky" laws of any jurisdiction in which the Placement may be made. (l) Apply the net proceeds from the sale of the Units for the purposes set forth under Annex IX, "Use of Proceeds" in the Securities Purchase Agreement in the manner indicated thereunder. (m) Not, prior to the completion of the Placement, bid for, purchase, attempt to induce others to purchase, or sell, directly or indirectly, any shares of Common Stock or any other securities in violation of the provisions of Regulation M under the Exchange Act. (n) Register the Debenture Shares, Warrant Shares and Placement Agent Warrant Shares and pay the applicable SEC and NASD filing fees in accordance with the terms of the Registration Rights Agreement. The Company shall bear all expenses of the Registration Statement, including reasonable fees and expenses, if any, of counsel or other advisors to the Placement Agent. The Company shall also pay all reasonable legal fees of the Company's counsel for any "144 opinions" or other opinions which are required by the Investors or the Placement Agent in connection with any sales or dispositions of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery, or the reasonable legal fees of counsel to the Investors or the Placement Agent if the Company's counsel declines to provide any such opinion). In addition to the foregoing, the Company also grants to the Placement Agent, with respect to the Placement Agent Warrant Shares, each of the registration rights and the anti-dilution protections granted to the Investors in the Placement, as such rights are memorialized in the Warrant. The Company is aware that the Corporate Financing Rule 2710 ("NASD Rule 2710") of the National Association of Securities Dealers ("NASD") is or may become applicable to the transactions contemplated by the Transaction Agreements or to the sale by a Holder of any of the Securities. If NASD Rule 2710 is so applicable, the Company shall cooperate with any broker or selling shareholder in respect of any filling, consents, authorizations or approvals that may be necessary for the NASD to timely and expeditiously permit the shareholder to sell the securities. (o) Not, and will not knowingly, make an offer of Units, or of any securities, the offering of which may be integrated with the Placement, by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D such as would cause the offering of Units not to qualify under Section 4(2) of the Securities Act as a transaction exempt from Section 5 thereof. The Company has not and will not supply in writing for inclusion in the Securities Purchase Agreement or any related sales materials any information relating to the Company containing any untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make such information, in light of the circumstances under which it is used, not misleading. (p) In addition to the foregoing, to the extent not set forth herein, the Placement Agent may rely on the covenants made by the Company in the Securities Purchase Agreement used in connection with the Placement.

Additional Covenants and Agreements of the Company. The Company covenants to and agrees with the Placement Agent that, from the date hereof through the Termination Date, that it shall: (a) Notify the Placement Agent as soon as practicable, and confirm such notice promptly in writing: (i) when any event shall have occurred during the period commencing on the date hereof and ending on the later of the Final Closing Date as a result of which the Securities Purchase Agreement Plan would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) of the receipt of any notification with respect to the modification, rescission, withdrawal or suspension of the qualification or registration of the Securities or of an exemption from such registration or qualification in any jurisdiction. The Company will use its reasonable best efforts to prevent the issuance of any such modification, rescission, withdrawal or suspension and, if any such modification, rescission, withdrawal or suspension is issued, to obtain the lifting thereof as promptly as possible. (b) Not supplement or amend the Securities Purchase Agreement Plan unless the Placement Agent and its counsel shall have approved of such supplement or amendment in writing, such approval not to be unreasonably withheld, delayed or conditioned. If, at any time during the period commencing on the date hereof and ending on the final Final Closing Date, any event shall have occurred as a result of which the Securities Purchase Agreement Plan contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or if, in the opinion of counsel to the Company or counsel to the Placement Agent, it is necessary at any time to supplement or amend the Securities Purchase Agreement Plan to comply with the Securities Act, Regulation D or any applicable securities or "“blue sky" ” laws, the Company will promptly prepare an appropriate supplement or amendment (in form and substance reasonably satisfactory to the Placement Agent and its counsel) which will correct such statement or omission or which will effect such compliance. (c) Deliver without charge to the Placement Agent such number of copies of the Securities Purchase Agreement Plan and any supplement or amendment thereto as may reasonably be requested by the Placement Agent. (d) Not, directly or indirectly, in connection with the Placement or as otherwise agreed to in this Agreement, solicit any offer to buy from, or offer to sell to, any person or entity, entity any Securities or other securities of the Company except through the Placement Agent. (e) Not solicit any offer to buy or offer to sell Securities by any form of general solicitation or advertising, including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over the Internet, television or radio or at any seminar or meeting whose attendees have been invited by any general solicitation or advertising or accept any subscription from an investor who contacted the Company regarding the Placement due to any Company announcement or public filingadvertising. (f) At all times during the period commencing on the date hereof and ending on the final date of the Final Closing Date, provide to each prospective Investor or his purchaser representative, if any, on reasonable request, such information (in addition to that contained in the Securities Purchase Agreement Plan) concerning the Placement, the Company, the Securities and any other relevant matters as it possesses or can acquire without unreasonable effort or expense and extend to each prospective Investor investor or his purchaser representative, if any, the opportunity to ask questions of, and receive answers from the Company concerning the terms and conditions of the Placement and the business of the Company and to obtain any other additional information, to the extent it possesses the same or can acquire it without unreasonable effort or expense, as such prospective Investor or purchaser representative may consider necessary in making an informed investment decision or in order to verify the accuracy of the information furnished to such prospective Investor or purchaser representative, as the case may be, in each csae subject to applicable law. (g) Notify the Placement Agent promptly of the acceptance or rejection of any Securities Purchase Agreementsubscription. (h) At the Closing, provide Cooperate with the Placement Agent with the Lock-Up Agreements attached as Annex VII Agent’s counsel to the Securities Purchase Agreement. (i) File file five (5) copies of a Notice of Sales of Securities on Form D with the SEC no later than 15 days after the first sale receipt into escrow of the Securities, if required by lawsubscription funds. The Company shall file promptly such amendments to such Notices on Form D as shall become necessary and shall also comply with any filing requirement imposed by the laws of any state, province or jurisdiction in which offers and sales are made, including all appropriate "“blue sky" filings pursuant to documentation prepared by ” filings. The Company shall cooperate with the Placement Agent's counsel. The Placement Agent's ’s counsel shall furnish to ensure compliance with all filings as required under applicable “blue sky” laws and the Placement Agent and the Company shall be supplied with copies of all filings made hereunder with respect to the laws within 15 days following receipt into escrow of any such state, province, or jurisdiction and the subscription funds. The Company shall furnish provide Placement Agent’s counsel with all filing fees in advance as requested by counsel, which filing fees shall be held in escrow with counsel during the Placement Agent with copies of all such filings and disbursed as required in connection with the SECmaking of required filings. (ji) Place substantially the following legend on all certificates representing the Debentures and the WarrantsSecurities: "“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE."” (kj) Not, directly or indirectly, knowingly engage in any act or activity which may jeopardize the status of the offering and sale of the Units Securities as exempt transactions under the Securities Act or under the securities or "“blue sky" ” laws of any jurisdiction in which the Placement may be made. (l) Apply the net proceeds from the sale of the Units for the purposes set forth under Annex IX, "Use of Proceeds" in the Securities Purchase Agreement in the manner indicated thereunder. (mk) Not, prior during the period commencing on the date hereof and ending on the Final Closing Date, issue any press release or other communication or hold any press conference with respect to the completion Company, its financial condition, results of operations, business properties, assets, liabilities or future prospects of the Placement, bid for, purchase, attempt to induce others to purchase, or sell, directly or indirectly, any shares without the prior written consent of Common Stock or any other securities in violation of the provisions of Regulation M under the Exchange Act. (n) Register the Debenture Shares, Warrant Shares and Placement Agent Warrant Shares and pay the applicable SEC and NASD filing fees in accordance with the terms of the Registration Rights Agreement. The Company shall bear all expenses of the Registration Statement, including reasonable fees and expenses, if any, of counsel or other advisors to the Placement Agent. The Company shall also pay all reasonable legal fees of the Company's counsel for any "144 opinions" or other opinions which are required by the Investors or the Placement Agent in connection with any sales or dispositions of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery, or the reasonable legal fees of counsel to the Investors or the Placement Agent if the Company's counsel declines to provide any such opinion). In addition to the foregoing, the Company also grants to the Placement Agent, which consent will not be unreasonably withheld or delayed. (l) Provide Investors with respect to the Placement Agent Warrant Shares, each of the registration rights and the anti-dilution protections granted to the Investors as described in the Placement, as such rights are memorialized in Company Documents and comply with the Warrant. The Company is aware that the Corporate Financing Rule 2710 ("NASD Rule 2710") of the National Association of Securities Dealers ("NASD") is or may become applicable to the transactions contemplated by the Transaction Agreements or to the sale by a Holder of any of the Securities. If NASD Rule 2710 is so applicable, the Company shall cooperate with any broker or selling shareholder in respect of any filling, consents, authorizations or approvals that may be necessary for the NASD to timely and expeditiously permit the shareholder to sell the securities.terms thereof; (o) Not, and will not knowingly, make an offer of Units, or of any securities, the offering of which may be integrated with the Placement, by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D such as would cause the offering of Units not to qualify under Section 4(2) of the Securities Act as a transaction exempt from Section 5 thereof. The Company has not and will not supply in writing for inclusion in the Securities Purchase Agreement or any related sales materials any information relating to the Company containing any untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make such information, in light of the circumstances under which it is used, not misleading. (pm) In addition to the foregoing, to the extent not set forth herein, the Placement Agent may rely on the covenants made by the Company in the Securities Purchase Agreement Subscription Documents used in connection with the Placement.

Additional Covenants and Agreements of the Company. The Company covenants to and agrees with the Placement Agent that, from the date hereof through the Termination Date, it shall: (a) Notify the Placement Agent as soon as practicable, and confirm such notice promptly in writing: (i) when any event shall have occurred during the period commencing on the date hereof and ending on the later of the Final Closing Date as a result of which the Securities Purchase Agreement would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) of the receipt of any notification with respect to the modification, rescission, withdrawal or suspension of the qualification or registration of the Securities or of an exemption from such registration or qualification in any jurisdiction. The Company will use its reasonable best efforts to prevent the issuance of any such modification, rescission, withdrawal or suspension and, if any such modification, rescission, withdrawal or suspension is issued, to obtain the lifting thereof as promptly as possible. (b) Not supplement or amend the Securities Purchase Agreement unless the Placement Agent and its counsel shall have approved of such supplement or amendment in writing, such approval not to be unreasonably withheld, delayed or conditioned. If, at any time during the period commencing on the date hereof and ending on the final Final Closing Date, any event shall have occurred as a result of which the Securities Purchase Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or if, in the opinion of counsel to the Company or counsel to the Placement Agent, it is necessary at any time to supplement or amend the Securities Purchase Agreement to comply with the Securities Act, Regulation D or any applicable securities or "blue sky" laws, the Company will promptly prepare an appropriate supplement or amendment (in form and substance reasonably satisfactory to the Placement Agent and its counsel) which will correct such statement or omission or which will effect such compliance. (c) Deliver without charge to the Placement Agent such number of copies of the Securities Purchase Agreement and any supplement or amendment thereto as may reasonably be requested by the Placement Agent. (d) Not, directly or indirectly, in connection with the Placement or as otherwise agreed to in this Agreement, solicit any offer to buy from, or offer to sell to, any person or entity, any Securities or other securities of the Company except through the Placement Agent. (e) Not solicit any offer to buy or offer to sell Securities by any form of general solicitation or advertising, including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over the Internet, television or radio or at any seminar or meeting whose attendees have been invited by any general solicitation or advertising or accept any subscription from an investor who contacted the Company regarding the Placement due to any Company announcement or public filing. (f) At all times during the period commencing on the date hereof and ending on the final Final Closing Date, provide to each prospective Investor or his purchaser representative, if any, on reasonable request, such information (in addition to that contained in the Securities Purchase Agreement ) concerning the Placement, the Company, the Securities and any other relevant matters as it possesses or can acquire without unreasonable effort or expense and extend to each prospective Investor or his purchaser representative, if any, the opportunity to ask questions of, and receive answers from the Company concerning the terms and conditions of the Placement and the business of the Company and to obtain any other additional information, to the extent it possesses the same or can acquire it without unreasonable effort or expense, as such prospective Investor or purchaser representative may consider necessary in making an informed investment decision or in order to verify the accuracy of the information furnished to such prospective Investor or purchaser representative, as the case may be, in each csae subject to applicable law.. 19 (g) Notify the Placement Agent promptly of the acceptance or rejection of any Securities Purchase Agreement. (h) At the Initial Closing, provide the Placement Agent with the Lock-Up Agreements attached as Annex VII to the Securities Purchase Agreement. (i) File five (5) copies of a Notice of Sales of Securities on Form D with the SEC no later than 15 days after the first sale of the Securities, if required by law. The Company shall file promptly such amendments to such Notices on Form D as shall become necessary and shall also comply with any filing requirement imposed by the laws of any state, province or jurisdiction in which offers and sales are made, including all appropriate "blue sky" filings pursuant to documentation prepared by the Placement Agent's counsel. The Placement Agent's counsel shall furnish the Placement Agent and the Company with copies of all filings made hereunder with respect to the laws of any such state, province, or jurisdiction and the Company shall furnish the Placement Agent with copies of all such filings with the SEC. (j) Place substantially the following legend on all certificates representing the Debentures and the Warrants: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE." (k) Not, directly or indirectly, knowingly engage in any act or activity which may jeopardize the status of the offering and sale of the Units as exempt transactions under the Securities Act or under the securities or "blue sky" laws of any jurisdiction in which the Placement may be made. (l) Apply the net proceeds from the sale of the Units for the purposes set forth under Annex IX, "Use of Proceeds" in the Securities Purchase Agreement in the manner indicated thereunder. (m) Not, during the period commencing on the date hereof and ending on the Final Closing Date, issue any press release or other communication or hold any press conference with respect to the Company, its financial condition, results of operations, business properties, assets, liabilities or future prospects or the Placement, without the prior written consent of the Placement Agent, which consent will not be unreasonably withheld. (n) Not, prior to the completion of the Placement, bid for, purchase, attempt to induce others to purchase, or sell, directly or indirectly, any shares of Common Stock or any other securities in violation of the provisions of Regulation M under the Exchange Act. (no) Use its good faith best efforts after the date hereof to become compliant with all aspects of the Sxxxxxxx-Xxxxx Act of 2002 ("SARB-OX") and the rules and regulations promulgated thereunder that are applicable to the Company at the date of this Agreement and the rules and regulations with respect to Sarb-Ox that are now or will be applicable to the Company from time to time including, without limitation, those provisions relating to loans to Company officers and directors (it being covenanted and agreed to by the Company that it shall not, after the date hereof, make any loans to any officer or director of the Company in violation of Sarb-Ox). (p) Register the Debenture Shares, Warrant Shares and Placement Agent Warrant Shares and pay the applicable SEC and NASD filing fees in accordance with the terms of the Registration Rights Agreement. The Company shall bear all expenses of the Registration Statement, including reasonable fees and expenses, if any, of counsel or other advisors to the Placement Agent. The Company shall also pay all reasonable legal fees of the Company's counsel for any "144 opinions" or other opinions which are required by the Investors or the Placement Agent in connection with any sales or dispositions of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery, or the reasonable legal fees of counsel to the Investors or the Placement Agent if the Company's counsel declines to provide any such opinion). In addition to the foregoing, the Company also grants to the Placement Agent, with respect to the Placement Agent Warrant Shares, each of the registration rights and the anti-dilution protections granted to the Investors in the Placement, as such rights are memorialized in the Warrant. The Company is aware that the Corporate Financing Rule 2710 ("NASD Rule 2710") of the National Association of Securities Dealers ("NASD") is or may become applicable to the transactions contemplated by the Transaction Agreements or to the sale by a Holder of any of the Securities. If NASD Rule 2710 is so applicable, the Company shall cooperate with any broker or selling shareholder in respect of any filling, consents, authorizations or approvals that may be necessary for the NASD to timely and expeditiously permit the shareholder to sell the securities. (oq) Not, and will not knowingly, make an offer of Units, or of any securities, the offering of which may be integrated with the Placement, by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D such as would cause the offering of Units not to qualify under Section 4(2) of the Securities Act as a transaction exempt from Section 5 thereof. The Company has not and will not supply in writing for inclusion in the Securities Purchase Agreement or any related sales materials any information relating to the Company containing any untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make such information, in light of the circumstances under which it is used, not misleading. (pr) In addition to the foregoing, to the extent not set forth herein, the Placement Agent may rely on the covenants made by the Company in the Securities Purchase Agreement used in connection with the Placement.

Additional Covenants and Agreements of the Company. The Company covenants to and agrees with the Placement Agent that, from the date hereof through the Termination Date, that it shall: (a) Notify the Placement Agent as soon as practicable, and confirm such notice promptly in writing: (i) when any event shall have occurred during the period commencing on the date hereof and ending on the later of the Final Closing Date as a result of which the Securities Purchase Agreement Memorandum would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) of the receipt of any notification with respect to the modification, rescission, withdrawal or suspension of the qualification or registration of the Securities or of an exemption from such registration or qualification in any jurisdiction. The Company will use its reasonable best efforts to prevent the issuance of any such modification, rescission, withdrawal or suspension and, if any such modification, rescission, withdrawal or suspension is issued, to obtain the lifting thereof as promptly as possible. (b) Not supplement or amend the Securities Purchase Agreement Memorandum unless the Placement Agent and its counsel shall have approved of such supplement or amendment in writing, such approval not to be unreasonably withheld, delayed or conditioned. If, at any time during the period commencing on the date hereof and ending on the final Final Closing Date, any event shall have occurred as a result of which the Securities Purchase Agreement Memorandum contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or if, in the opinion of counsel to the Company or counsel to the Placement Agent, it is necessary at any time to supplement or amend the Securities Purchase Agreement Memorandum to comply with the Securities Act, Regulation D or any applicable securities or "blue sky" laws, the Company will promptly prepare an appropriate supplement or amendment (in form and substance reasonably satisfactory to the Placement Agent and its counsel) which will correct such statement or omission or which will effect such compliance. (c) Deliver without charge to the Placement Agent such number of copies of the Securities Purchase Agreement Memorandum and any supplement or amendment thereto as may reasonably be requested by the Placement Agent. (d) Not, directly or indirectly, in connection with the Placement or as otherwise agreed to in this Agreement, solicit any offer to buy from, or offer to sell to, any person or entity, any Securities or other securities of the Company except through the Placement Agent. (e) Not solicit any offer to buy or offer to sell Securities by any form of general solicitation or advertising, including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over the Internet, television or radio or at any seminar or meeting whose attendees have been invited by any general solicitation or advertising or accept any subscription from an investor who contacted the Company regarding the Placement due to any Company announcement or public filing. (f) At all times during the period commencing on the date hereof and ending on the final Final Closing Date, provide to each prospective Investor or his purchaser representative, if any, on reasonable request, such information (in addition to that contained in the Securities Purchase Agreement Memorandum) concerning the Placement, the Company, the Securities and any other relevant matters as it possesses or can acquire without unreasonable effort or expense and extend to each prospective Investor or his purchaser representative, if any, the opportunity to ask questions of, and receive answers from the Company concerning the terms and conditions of the Placement and the business of the Company and to obtain any other additional information, to the extent it possesses the same or can acquire it without unreasonable effort or expense, as such prospective Investor or purchaser representative may consider necessary in making an informed investment decision or in order to verify the accuracy of the information furnished to such prospective Investor or purchaser representative, as the case may be, in each csae subject to applicable law. (g) Notify the Placement Agent promptly of the acceptance or rejection of any Securities Purchase Agreementsubscription. (h) At the Closing, provide the Placement Agent with the Lock-Up Agreements attached as Annex VII to the Securities Purchase Agreement. (i) File five (5) copies of a Notice of Sales of Securities on Form D with the SEC no later than 15 days after the first sale of the Securities, if required by law. The Company shall file promptly such amendments to such Notices on Form D as shall become necessary and shall also comply with any filing requirement imposed by the laws of any state, province or jurisdiction in which offers and sales are made, including all appropriate "blue sky" filings pursuant to documentation prepared by the Placement Agent's counsel. The Placement Agent's counsel shall furnish the Placement Agent and the Company with copies of all filings made hereunder with respect to the laws of any such state, province, or jurisdiction and the Company shall furnish the Placement Agent with copies of all such filings with the SEC. (ji) Place substantially the following legend on all certificates representing the Debentures Shares and the Warrants: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE." (kj) Not, directly or indirectly, knowingly engage in any act or activity which may jeopardize the status of the offering and sale of the Units as exempt transactions under the Securities Act or under the securities or "blue sky" laws of any jurisdiction in which the Placement may be made. (lk) Apply the net proceeds from the sale of the Units for the purposes set forth under Annex IX, the caption "Use of Proceeds" in the Securities Purchase Agreement Memorandum in the manner indicated thereunder. (l) Not, during the period commencing on the date hereof and ending on the Final Closing Date, issue any press release or other communication or hold any press conference with respect to the Company, its financial condition, results of operations, business properties, assets, liabilities or future prospects of the Placement, without the prior written consent of the Placement Agent, which consent will not be unreasonably withheld, conditioned or delayed. (m) Not, prior to the completion of the Placement, bid for, purchase, attempt to induce others to purchase, or sell, directly or indirectly, any shares of Common Stock or any other securities in violation of the provisions of Regulation M under the Exchange Act. (n) Register Use its good faith best efforts after the Debenture Sharesdate hereof to become compliant with all aspects of the Sarbanes-Oxley Act of 2002 ("Sarb-Ox") and the rules and regulations prxxxxxxxxx xxxxeunder that are applicable to the Company at the date of this Agreement and the rules and regulations with respect to Sarb-Ox that are now or will be applicable to the Company from time to time including, without limitation, those provisions relating to loans to Company officers and directors (it being covenanted and agreed to by the Company that it shall not, after the date hereof, make any loans to any officer or director of the Company). (o) Not, for a period of one (1) year from the Final Closing Date, increase the base salary of any officer of the Company in excess of ten percent (10%) per year, except that the foregoing covenant shall not prohibit the Company from hiring any other officer of the Company or paying Stephen A. Schulman, M.D., the Chief Executive Officer of Premier P.E.T. Xxxxxxx Xxxxxxxxxonal, Inc., a base salary of not more than $200,000 per year. Subject to the sale of not less than forty (40) of the Units offered in the Placement, the Company intends to establish a compensation committee of its Board of Directors as soon as practicable following the Placement. (p) Within 45 days following the Final Closing Date, prepare and file with the SEC an appropriate registration statement (collectively, the "Registration Statement") for the purpose of registering for public resale: (i) the Common Stock and the Warrant Shares sold as part of the Units and (ii) the Placement Agent Warrant Shares. The Company shall use its good faith best efforts to cause such Registration Statement to be declared effective within 150 days of the Final Closing Date. In the event that the Registration Statement is not filed with the SEC within 45 days of the Final Closing Date or is not declared effective within 150 days of the Final Closing or the registration does not stay effective for 30 consecutive days (subject to extension as described in Annex A to the Subscription Agreement), then the number of shares of Common Stock included within each Unit and the number of Warrant Shares and pay underlying the applicable SEC and NASD filing fees Warrants shall be increased by two percent (2%) for each new 30 day period following such 150, 45 or 30 day period, as the case may be. The Company agrees to take all actions as are necessary to keep the Registration Statement effective until the earlier of: (i) the third anniversary of the first date on which no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities (as defined in the Memorandum) underlying the Units may be sold without any restrictions under Rule 144 during any 90 day period in accordance with the terms all Rules and Regulations regarding sales of the Registration Rights Agreementsecurities pursuant to Rule 144. The Company shall bear all expenses of the Registration Statement, including reasonable fees and expenses, if any, of counsel or other advisors to the Investors and Placement Agent, which fees and expenses shall (i) not exceed fifteen thousand dollars ($15,000), and (ii) come from the proceeds of the Initial Closing and be placed in escrow with the Company or its counsel. The Company shall also pay all reasonable legal fees of the Company's counsel for any "144 opinions" or other opinions which are required by the Investors or the Placement Agent in connection with any sales or dispositions of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery, or the reasonable legal fees of counsel to the Investors or the Placement Agent if the Company's counsel declines to provide any such opinion). In addition to the foregoing, the Company also grants to the Placement Agent, with respect to the Placement Agent Warrant Shares, each of the registration rights and the anti-dilution protections granted to the Investors in the Placement, as such rights are memorialized in the Warrant. The Company is aware that the Corporate Financing Rule 2710 ("NASD Rule 2710") of the National Association of Securities Dealers ("NASD") is or may become applicable memorialized, respectively, on Annex A and Annex B to the transactions contemplated Subscription Agreement, such Annexes being incorporated by the Transaction Agreements or to the sale by a Holder of any of the Securities. If NASD Rule 2710 is so applicable, the Company shall cooperate with any broker or selling shareholder in respect of any filling, consents, authorizations or approvals that may be necessary for the NASD to timely and expeditiously permit the shareholder to sell the securitiesreference herein. (oq) Within three (3) months of the Initial Closing, engage a financial public relations firm acceptable to the Placement Agent, to provide its services to the Company for a period of no less than twelve (12) months from the date the Company engages such firm. (r) Use its best efforts to obtain the approval of the listing of its Common Stock on the Nasdaq SmallCap Market as soon as reasonably possible following the date on which the Company complies with all of the listing criteria thereof. (s) Not, and will not knowingly, make an offer of Units, or of any securities, the offering of which may be integrated with the Placement, by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D such as would cause the offering of Units not to qualify under Section 4(2) of the Securities Act as a transaction exempt from Section 5 thereof. The Company has not and will not supply in writing for inclusion in the Securities Purchase Agreement Memorandum or any related sales materials any information relating to the Company containing any untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make such information, in light of the circumstances under which it is used, not misleading. (pt) In addition to the foregoing, to the extent not set forth herein, the Placement Agent may rely on the covenants made by the Company in the Securities Purchase Agreement Subscription Documents used in connection with the Placement. (u) For so long as that certain right of first refusal granted to the Mindy Weiss Grantor Trust, Isaac Grossman Grantor Trust, and the Shaindx Xxxxxxxxx Grantor Trust (xxxxxxxxxxxx, the "Trusts") pursuant tx xxx xxxxxx xxxxement between Premier P.E.T. Imaging International, Inc. and such Trusts dated April 26, 2004, remains in effect and provided that the Trusts exercise their first refusal rights thereunder, none of the proceeds from the Placement will be used by the Company to establish any new PET center in which one or more physicians own less than forty percent (40%) of the equity interests in such center in the absence of the Placement Agent's consent, which consent shall not be unreasonably withheld, conditioned or delayed. (v) As soon as practical after the Final Closing, use its best efforts to redeem all outstanding shares of its redeemable preferred stock.

Additional Covenants and Agreements of the Company. The Company covenants to and agrees with the Placement Agent that, from the date hereof through the Termination Date, that it shall: (a) Notify the Placement Agent as soon as practicable, and confirm such notice promptly in writing: (i) when any event shall have occurred during the period commencing on the date hereof and ending on the later of the Final Closing Date as a result of which the Securities Purchase Agreement Memorandum would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) of the receipt of any notification with respect to the modification, rescission, withdrawal or suspension of the qualification or registration of the Securities or of an exemption from such registration or qualification in any jurisdiction. The Company will use its reasonable best efforts to prevent the issuance of any such modification, rescission, withdrawal or suspension and, if any such modification, rescission, withdrawal or suspension is issued, to obtain the lifting thereof as promptly as possible. (b) Not supplement or amend the Securities Purchase Agreement Memorandum unless the Placement Agent and its counsel shall have approved of such supplement or amendment in writing, such approval not to be unreasonably withheld, delayed or conditioned. If, at any time during the period commencing on the date hereof and ending on the final Final Closing Date, any event shall have occurred as a result of which the Securities Purchase Agreement Memorandum contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or if, in the opinion of counsel to the Company or counsel to the Placement Agent, it is necessary at any time to supplement or amend the Securities Purchase Agreement Memorandum to comply with the Securities Act, Regulation D or any applicable securities or "“blue sky" ” laws, the Company will promptly prepare an appropriate supplement or amendment (in form and substance reasonably satisfactory to the Placement Agent and its counsel) which will correct such statement or omission or which will effect such compliance. (c) Deliver without charge to the Placement Agent such number of copies of the Securities Purchase Agreement Memorandum and any supplement or amendment thereto as may reasonably be requested by the Placement Agent. (d) Not, directly or indirectly, in connection with the Placement or as otherwise agreed to in this Agreement, solicit any offer to buy from, or offer to sell to, any person or entity, entity any Securities or other securities of the Company except through the Placement Agent. (e) Not solicit any offer to buy or offer to sell Securities by any form of general solicitation or advertising, including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over the Internet, television or radio or at any seminar or meeting whose attendees have been invited by any general solicitation or advertising or accept any subscription from an investor who contacted the Company regarding the Placement due to any Company announcement or public filingadvertising. (f) At all times during the period commencing on the date hereof and ending on the final date of the Final Closing Date, provide to each prospective Investor or his purchaser representative, if any, on reasonable request, such information (in addition to that contained in the Securities Purchase Agreement Memorandum) concerning the Placement, the Company, the Securities and any other relevant matters as it possesses or can acquire without unreasonable effort or expense and extend to each prospective Investor or his purchaser representative, if any, the opportunity to ask questions of, and receive answers from the Company concerning the terms and conditions of the Placement and the business of the Company and to obtain any other additional information, to the extent it possesses the same or can acquire it without unreasonable effort or expense, as such prospective Investor or purchaser representative may consider necessary in making an informed investment decision or in order to verify the accuracy of the information furnished to such prospective Investor or purchaser representative, as the case may be, in each csae subject to applicable law. (g) Notify the Placement Agent promptly of the acceptance or rejection of any Securities Purchase Agreementsubscription. (h) At the Closing, provide the Placement Agent with the Lock-Up Agreements attached as Annex VII to the Securities Purchase Agreement. (i) File five (5) copies of a Notice of Sales of Securities on Form D with the SEC no later than 15 days after the first sale of the Securities, if required by law. The Company shall file promptly such amendments to such Notices on Form D as shall become necessary and shall also comply with any filing requirement imposed by the laws of any state, province or jurisdiction in which offers and sales are made, including all appropriate "“blue sky" filings pursuant to documentation prepared by the Placement Agent's counsel” filings. The Placement Agent's counsel shall furnish the Placement Agent and the Company with copies of all filings made hereunder with respect to the laws of any such state, province, or jurisdiction and the Company shall furnish the Placement Agent with copies of all such filings with the SECmade hereunder. (ji) Place substantially the following legend on all certificates representing the Debentures Shares and the Warrants: "“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE."” (kj) Not, directly or indirectly, knowingly engage in any act or activity which may jeopardize the status of the offering and sale of the Units as exempt transactions under the Securities Act or under the securities or "“blue sky" ” laws of any jurisdiction in which the Placement may be made. (lk) Apply the net proceeds from the sale of the Units for the purposes set forth under Annex IX, "the caption “Use of Proceeds" ” in the Securities Purchase Agreement Memorandum in the manner indicated thereunder. (l) Not, during the period commencing on the date hereof and ending on the Final Closing Date, issue any press release or other communication or hold any press conference with respect to the Company, its financial condition, results of operations, business properties, assets, liabilities or future prospects of the Placement, without the prior written consent of the Placement Agent, which consent will not be unreasonably withheld or delayed. (m) Not, prior to the completion of the Placement, bid for, purchase, attempt to induce others to purchase, or sell, directly or indirectly, any shares of Common Stock or any other securities in violation of the provisions of Regulation M under the Exchange Act. (n) Register the Debenture Shares, Warrant Shares and Placement Agent Warrant Shares and pay the applicable SEC and NASD filing fees in accordance with the terms of the Registration Rights Agreement. The Company shall bear all expenses of the Registration Statement, including reasonable fees and expenses, if any, of counsel or other advisors to the Placement Agent. The Company shall also pay all reasonable legal fees of the Company's counsel for any "144 opinions" or other opinions which are required by the Investors or the Placement Agent in connection with any sales or dispositions of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery, or the reasonable legal fees of counsel to the Investors or the Placement Agent if the Company's counsel declines to provide any such opinion). In addition to the foregoing, the Company also grants to the Placement Agent, with respect to the Placement Agent Warrant Shares, each of the registration rights and the anti-dilution protections granted to the Investors in the Placement, as such rights are memorialized in the Warrant. The Company is aware that the Corporate Financing Rule 2710 ("NASD Rule 2710") of the National Association of Securities Dealers ("NASD") is or may become applicable to the transactions contemplated by the Transaction Agreements or to the sale by a Holder of any of the Securities. If NASD Rule 2710 is so applicable, the Company shall cooperate with any broker or selling shareholder in respect of any filling, consents, authorizations or approvals that may be necessary for the NASD to timely and expeditiously permit the shareholder to sell the securities. (o) Not, and will not knowingly, make an offer of Units, or of any securities, the offering of which may be integrated with the Placement, by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D such as would cause the offering of Units not to qualify under Section 4(2) of the Securities Act as a transaction exempt from Section 5 thereof. The Company has not and will not supply in writing for inclusion in the Securities Purchase Agreement or any related sales materials any information relating to the Company containing any untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make such information, in light of the circumstances under which it is used, not misleading. (p) In addition to the foregoing, to the extent not set forth herein, the Placement Agent may rely on the covenants made by the Company in the Securities Purchase Agreement Subscription Documents used in connection with the Placement.

Additional Covenants and Agreements of the Company. The Company covenants to and agrees with the Placement Agent that, from the date hereof through the Termination Date, it shall: (a) Notify the Placement Agent as soon as practicable, and confirm such notice promptly in writing: (i) when any event shall have occurred during the period commencing on the date hereof and ending on the later of the Final Closing Date as a result of which the Securities Purchase Agreement would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) of the receipt of any notification with respect to the modification, rescission, withdrawal or suspension of the qualification or registration of the Securities or of an exemption from such registration or qualification in any jurisdiction. The Company will use its reasonable best efforts to prevent the issuance of any such modification, rescission, withdrawal or suspension and, if any such modification, rescission, withdrawal or suspension is issued, to obtain the lifting thereof as promptly as possible. (b) Not supplement or amend the Securities Purchase Agreement unless the Placement Agent and its counsel shall have approved of such supplement or amendment in writing, such approval not to be unreasonably withheld, delayed or conditioned. If, at any time during the period commencing on the date hereof and ending on the final Final Closing Date, any event shall have occurred as a result of which the Securities Purchase Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or if, in the opinion of counsel to the Company or counsel to the Placement Agent, it is necessary at any time to supplement or amend the Securities Purchase Agreement to comply with the Securities Act, Regulation D or any applicable securities or "blue sky" laws, the Company will promptly prepare an appropriate supplement or amendment (in form and substance reasonably satisfactory to the Placement Agent and its counsel) which will correct such statement or omission or which will effect such compliance. (c) Deliver without charge to the Placement Agent such number of copies of the Securities Purchase Agreement and any supplement or amendment thereto as may reasonably be requested by the Placement Agent. (d) Not, directly or indirectly, in connection with the Placement or as otherwise agreed to in this Agreement, solicit any offer to buy from, or offer to sell to, any person or entity, any Securities or other securities of the Company except through the Placement Agent. (e) Not solicit any offer to buy or offer to sell Securities by any form of general solicitation or advertising, including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over the Internet, television or radio or at any seminar or meeting whose attendees have been invited by any general solicitation or advertising or accept any subscription from an investor who contacted the Company regarding the Placement due to any Company announcement or public filing. (f) At all times during the period commencing on the date hereof and ending on the final Final Closing Date, provide to each prospective Investor or his purchaser representative, if any, on reasonable request, such information (in addition to that contained in the Securities Purchase Agreement ) concerning the Placement, the Company, the Securities and any other relevant matters as it possesses or can acquire without unreasonable effort or expense and extend to each prospective Investor or his purchaser representative, if any, the opportunity to ask questions of, and receive answers from the Company concerning the terms and conditions of the Placement and the business of the Company and to obtain any other additional information, to the extent it possesses the same or can acquire it without unreasonable effort or expense, as such prospective Investor or purchaser representative may consider necessary in making an informed investment decision or in order to verify the accuracy of the information furnished to such prospective Investor or purchaser representative, as the case may be, in each csae subject to applicable law. (g) Notify the Placement Agent promptly of the acceptance or rejection of any Securities Purchase Agreement. (h) At the Initial Closing, provide the Placement Agent with the Lock-Up Agreements attached as Annex VII to the Securities Purchase Agreement. (i) File five (5) copies of a Notice of Sales of Securities on Form D with the SEC no later than 15 days after the first sale of the Securities, if required by law. The Company shall file promptly such amendments to such Notices on Form D as shall become necessary and shall also comply with any filing requirement imposed by the laws of any state, province or jurisdiction in which offers and sales are made, including all appropriate "blue sky" filings pursuant to documentation prepared by the Placement Agent's counsel. The Placement Agent's counsel shall furnish the Placement Agent and the Company with copies of all filings made hereunder with respect to the laws of any such state, province, or jurisdiction and the Company shall furnish the Placement Agent with copies of all such filings with the SEC. (j) Place substantially the following legend on all certificates representing the Debentures and the Warrants: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE." (k) Not, directly or indirectly, knowingly engage in any act or activity which may jeopardize the status of the offering and sale of the Units as exempt transactions under the Securities Act or under the securities or "blue sky" laws of any jurisdiction in which the Placement may be made. (l) Apply the net proceeds from the sale of the Units for the purposes set forth under Annex IX, "Use of Proceeds" in the Securities Purchase Agreement in the manner indicated thereunder. (m) Not, prior to the completion of the Placement, bid for, purchase, attempt to induce others to purchase, or sell, directly or indirectly, any shares of Common Stock or any other securities in violation of the provisions of Regulation M under the Exchange Act. (n) Register the Debenture Shares, Warrant Shares and Placement Agent Warrant Shares and pay the applicable SEC and NASD filing fees in accordance with the terms of the Registration Rights Agreement. The Company shall bear all expenses of the Registration Statement, including reasonable fees and expenses, if any, of counsel or other advisors to the Placement Agent. The Company shall also pay all reasonable legal fees of the Company's counsel for any "144 opinions" or other opinions which are required by the Investors or the Placement Agent in connection with any sales or dispositions of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery, or the reasonable legal fees of counsel to the Investors or the Placement Agent if the Company's counsel declines to provide any such opinion). In addition to the foregoing, the Company also grants to the Placement Agent, with respect to the Placement Agent Warrant Shares, each of the registration rights and the anti-dilution protections granted to the Investors in the Placement, as such rights are memorialized in the Warrant. The Company is aware that the Corporate Financing Rule 2710 ("NASD Rule 2710") of the National Association of Securities Dealers ("NASD") is or may become applicable to the transactions contemplated by the Transaction Agreements or to the sale by a Holder of any of the Securities. If NASD Rule 2710 is so applicable, the Company shall cooperate with any broker or selling shareholder in respect of any filling, consents, authorizations or approvals that may be necessary for the NASD to timely and expeditiously permit the shareholder to sell the securities. (o) Not, and will not knowingly, make an offer of Units, or of any securities, the offering of which may be integrated with the Placement, by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D such as would cause the offering of Units not to qualify under Section 4(2) of the Securities Act as a transaction exempt from Section 5 thereof. The Company has not and will not supply in writing for inclusion in the Securities Purchase Agreement or any related sales materials any information relating to the Company containing any untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make such information, in light of the circumstances under which it is used, not misleading. (p) In addition to the foregoing, to the extent not set forth herein, the Placement Agent may rely on the covenants made by the Company in the Securities Purchase Agreement used in connection with the Placement.

Additional Covenants and Agreements of the Company. The Company covenants to and agrees with the Placement Agent that, from the date hereof through the Termination Date, that it shall: (a) Notify the Placement Agent as soon as practicable, and confirm such notice promptly in writing: (i) when any event shall have occurred during the period commencing on the date hereof and ending on the later of the Final Closing Date as a result of which the Securities Purchase Agreement Memorandum would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) of the receipt of any notification with respect to the modification, rescission, withdrawal or suspension of the qualification or registration of the Securities or of an exemption from such registration or qualification in any jurisdiction. The Company will use its reasonable best efforts to prevent the issuance of any such modification, rescission, withdrawal or suspension and, if any such modification, rescission, withdrawal or suspension is issued, to obtain the lifting thereof as promptly as possible. (b) Not supplement or amend the Securities Purchase Agreement Memorandum unless the Placement Agent and its counsel shall have approved of such supplement or amendment in writing, such approval not to be unreasonably withheld, delayed or conditioned. If, at any time during the period commencing on the date hereof and ending on the final Final Closing Date, any event shall have occurred as a result of which the Securities Purchase Agreement Memorandum contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or if, in the opinion of counsel to the Company or counsel to the Placement Agent, it is necessary at any time to supplement or amend the Securities Purchase Agreement Memorandum to comply with the Securities Act, Regulation D or any applicable securities or "blue sky" laws, the Company will promptly prepare an appropriate supplement or amendment (in form and substance reasonably satisfactory to the Placement Agent and its counsel) which will correct such statement or omission or which will effect such compliance. (c) Deliver without charge to the Placement Agent such number of copies of the Securities Purchase Agreement Memorandum and any supplement or amendment thereto as may reasonably be requested by the Placement Agent. (d) Not, directly or indirectly, in connection with the Placement or as otherwise agreed to in this Agreement, solicit any offer to buy from, or offer to sell to, any person or entity, any Securities or other securities of the Company except through the Placement Agent. (e) Not solicit any offer to buy or offer to sell Securities by any form of general solicitation or advertising, including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over the Internet, television or radio or at any seminar or meeting whose attendees have been invited by any general solicitation or advertising or accept any subscription from an investor who contacted the Company regarding the Placement due to any Company announcement or public filing. (f) At all times during the period commencing on the date hereof and ending on the final Final Closing Date, provide to each prospective Investor or his purchaser representative, if any, on reasonable request, such information (in addition to that contained in the Securities Purchase Agreement Memorandum) concerning the Placement, the Company, the Securities and any other relevant matters as it possesses or can acquire without unreasonable effort or expense and extend to each prospective Investor or his purchaser representative, if any, the opportunity to ask questions of, and receive answers from the Company concerning the terms and conditions of the Placement and the business of the Company and to obtain any other additional information, to the extent it possesses the same or can acquire it without unreasonable effort or expense, as such prospective Investor or purchaser representative may consider necessary in making an informed investment decision or in order to verify the accuracy of the information furnished to such prospective Investor or purchaser representative, as the case may be, in each csae subject to applicable law. (g) Notify the Placement Agent promptly of the acceptance or rejection of any Securities Purchase Agreementsubscription. (h) At the Initial Closing, provide the Placement Agent with the Lock-Up Agreements attached as Annex VII to the Securities Purchase set forth in Article 10(f) of this Agreement. (i) File five (5) copies of a Notice of Sales of Securities on Form D with the SEC no later than 15 days after the first sale of the Securities, if required by law. The Company shall file promptly such amendments to such Notices on Form D as shall become necessary and shall also comply with any filing requirement imposed by the laws of any state, province or jurisdiction in which offers and sales are made, including all appropriate "blue sky" filings pursuant to documentation prepared by the Placement Agent's counsel. The Placement Agent's counsel shall furnish the Placement Agent and the Company with copies of all filings made hereunder with respect to the laws of any such state, province, or jurisdiction and the Company shall furnish the Placement Agent with copies of all such filings with the SEC. (j) Place substantially the following legend on all certificates representing the Debentures Shares and the Warrants: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE." (k) Not, directly or indirectly, knowingly engage in any act or activity which may jeopardize the status of the offering and sale of the Units as exempt transactions under the Securities Act or under the securities or "blue sky" laws of any jurisdiction in which the Placement may be made. (l) Apply the net proceeds from the sale of the Units for the purposes set forth under Annex IX, the caption "Use of Proceeds" in the Securities Purchase Agreement Memorandum in the manner indicated thereunder. (m) Not, during the period commencing on the date hereof and ending on the Final Closing Date, issue any press release or other communication or hold any press conference with respect to the Company, its financial condition, results of operations, business properties, assets, liabilities or future prospects of the Placement, without the prior written consent of the Placement Agent, which consent will not be unreasonably withheld. (n) Not, prior to the completion of the Placement, bid for, purchase, attempt to induce others to purchase, or sell, directly or indirectly, any shares of Common Stock or any other securities in violation of the provisions of Regulation M under the Exchange Act. (no) Register Use its good faith best efforts after the Debenture Sharesdate hereof to become compliant with all aspects of the Xxxxxxxx-Xxxxx Act of 2002 ("Sarb-Ox") and the rules and regulations promulgated thereunder that are applicable to the Company at the date of this Agreement and the rules and regulations with respect to Sarb-Ox that are now or will be applicable to the Company from time to time including, without limitation, those provisions relating to loans to Company officers and directors (it being covenanted and agreed to by the Company that it shall not, after the date hereof, make any loans to any officer or director of the Company). (p) Not, for a period of one (1) year from the Final Closing Date, increase the base salary of any officer of the Company in excess of five percent (5%) per year. (q) Within 60 days following the Final Closing Date, prepare and file with the SEC an appropriate registration statement (collectively, the "Registration Statement") for the purpose of registering for public resale: (i) the Common Stock and the Warrant Shares sold as part of the Units and (ii) the Placement Agent Warrant Shares. The Company shall use its good faith best efforts to cause such Registration Statement to be declared effective within 120 days of the Final Closing Date. In the event that the Registration Statement is not filed with the SEC within 60 days of the Final Closing Date or is not declared effective within 120 days of the Final Closing or the registration does not stay effective for 30 consecutive days (subject to extension as described in Annex A to the Subscription Agreement), then the number of shares of Common Stock included within each Unit and the number of Warrant Shares and pay underlying the applicable SEC and NASD filing fees Warrants shall be increased by two percent (2%) for each new 30 day period (pro rata) following such 120, 60 or 30 day period, as the case may be. The Company agrees to take all actions as are necessary to keep the Registration Statement effective until the earlier of: (i) the third anniversary of the first date on which no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities (as defined in the Memorandum) underlying the Units may be sold without any restrictions under Rule 144 during any 90 day period in accordance with the terms all Rules and Regulations regarding sales of the Registration Rights Agreementsecurities pursuant to Rule 144. The Company shall bear all expenses of the Registration Statement, including reasonable fees and expenses, if any, of counsel or other advisors to the Investors and Placement Agent, which fees and expenses shall (i) equal ten thousand dollars ($10,000), and (ii) come from the proceeds of the Initial Closing and be placed in escrow with the Company or its counsel. The Company shall also pay all reasonable legal fees of the Company's counsel for any "144 opinions" or other opinions which are required by the Investors or the Placement Agent in connection with any sales or dispositions of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery, or the reasonable legal fees of counsel to the Investors or the Placement Agent if the Company's counsel declines to provide any such opinion). In addition to the foregoing, the Company also grants to the Placement Agent, with respect to the Placement Agent Warrant Shares, each of the registration rights and the anti-dilution protections granted to the Investors in the Placement, as such rights are memorialized in the Warrant. The Company is aware that the Corporate Financing Rule 2710 ("NASD Rule 2710") of the National Association of Securities Dealers ("NASD") is or may become applicable memorialized, respectively, on Annex A and Annex B to the transactions contemplated Subscription Agreement, such Annexes being incorporated by the Transaction Agreements or to the sale by a Holder of any of the Securities. If NASD Rule 2710 is so applicable, the Company shall cooperate with any broker or selling shareholder in respect of any filling, consents, authorizations or approvals that may be necessary for the NASD to timely and expeditiously permit the shareholder to sell the securitiesreference herein. (or) Have written employment agreements having a term of at least one year in place with Xxxxxx Xxxxxxxx, Chairman and Chief Executive Officer, XX Xxxxxxxx, Interim Chief Financial Officer and Chief Operating Officer, and Xxxxxxxx Xxxxxxxx, Chief Technology Officer. (s) Use its best efforts to obtain the approval of the listing of its Common Stock on the Nasdaq SmallCap Market as soon as reasonably possible following the date on which the Company complies with all of the listing criteria thereof. (t) Within three (3) months of the Initial Closing, engage a financial public relations firm acceptable to the Placement Agent, to provide its services to the Company for a period of no less than twelve (12) months from the date the Company engages such firm. (u) Not, and will not knowingly, make an offer of Units, or of any securities, the offering of which may be integrated with the Placement, by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D such as would cause the offering of Units not to qualify under Section 4(2) of the Securities Act as a transaction exempt from Section 5 thereof. The Company has not and will not supply in writing for inclusion in the Securities Purchase Agreement Memorandum or any related sales materials any information relating to the Company containing any untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make such information, in light of the circumstances under which it is used, not misleading. (pv) Prior to the Initial Closing, arrange for all of the holders of all shares of outstanding Series A-1 Convertible Preferred Stock (4,714,279 shares) to convert such shares into an aggregate of 3,918,848 shares of Common Stock. (w) In addition to the foregoing, to the extent not set forth herein, the Placement Agent may rely on the covenants made by the Company in the Securities Purchase Agreement Subscription Documents used in connection with the Placement.