Affirmative Covenants of the Company and the Founder. Until the first ---------------------------------------------------- to occur of either (a) the Investor no longer owning at least 7.5% or more of the Common Stock outstanding (assuming the exercise of the Warrants, the Xxxxxx Options, the Deferral Options, the Xxxxxx Options and the Meridian Options and all options with respect to all shares issuable under the ESOP and the conversion of the Preferred Stock) (the "Minimum Stock Amount") or (b) the consummation of a public offering of any of the Securities pursuant to one or more registration statements filed under the Securities Act (or any successor statute), yielding gross proceeds to the Company of at least $7,500,000 and under which the Common Stock equivalents into which the Preferred Stock is convertible are valued at a price of at least $1.31, after all dilution adjustments (determined by such a registration statement or statements being declared effective by the Securities and Exchange Commission, such Securities being registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (regardless whether the Company is subject to the filing requirements of Section 15(d) of the Exchange Act) and such Securities being listed on a national stock exchange or included for quotation on the Nasdaq National Market) (a "Qualifying Public Offering"), the Company hereby covenants (and with respect to Section 6.2, the Founder hereby covenants) to comply with the following affirmative covenants, unless waived by the Investor, if no shares of Preferred Stock are then outstanding, or if shares of Preferred Stock are then outstanding, by Holders of at least three-fourths of the Preferred Stock (with each holder of Preferred Stock entitled to that number of votes equal to the Conversion Shares into which the Preferred Stock is convertible) and Conversion Shares then outstanding, acting as a single class (the Investor and/or such holders being the "Required Holders"):
