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

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx as follows: A. To advise May Xxxxx of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the Securities to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, on terms consistent with those stated in the Offering Materials under the securities laws of such jurisdictions as May Xxxxx shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide to each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination Date, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination Date, to May Xxxxx, upon May Xxxxx'x request, in the manner provided in Section 10(B) of this Agreement: (i) within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Date, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply the proceeds of the Offering substantially in accordance with the Offering Materials.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx as follows: A. To advise May Xxxxx of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best commercially reasonable efforts to cause the Securities Common Stock issuable upon conversion of the Preferred Stock in connection with the Purchase Agreement and upon exercise of the Placement Agent's Warrants to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Registration Rights Agreement and the Placement Agent's Registration Rights Agreement, respectively, and under the securities laws of such jurisdictions as May Xxxxx and the Investor(s) shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide to each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination Date, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholdersshareholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateRegistration Period, to May Xxxxx, upon May Xxxxx'x Xxxxx' written request, in the manner provided in Section 10(B) of this Agreement: , (i) within forty five (45) days after the end of each of the first three quarters close of each fiscal year of the Company, commencing with the first quarter ending after the Termination Datequarter, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders shareholders at the time that such documents, reports and information are furnished to its stockholdersshareholders. E. To apply comply with the proceeds terms of the Offering Purchase Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent's Warrants and the Placement Agent's Registration Rights Agreement. F. To keep available out of its authorized Common Stock solely for the purpose of issuance upon the exercise of the Placement Agent's Warrant, such number of shares of Common Stock as shall then be issuable upon the exercise or conversion thereof. G. To issue to May Xxxxx, or May Xxxxx' designee, upon the execution of the Purchase Agreement, the Placement Agent Warrants to purchase 500,000 shares of Common Stock in the form substantially as annexed hereto. H. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company than the terms and conditions that would be available in accordance an "arm's length" transaction with the Offering Materialsan independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx as follows: A. To advise May Xxxxx of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best commercially reasonable efforts to cause the Securities Common Stock issuable in connection with the Equity Line of Credit and upon exercise of the Convertible Debentures to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Registration Rights Agreement and under the securities laws of such jurisdictions as May Xxxxx and the Investors shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide to the each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination DateSecurities, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateRegistration Period, to May Xxxxx, upon May Xxxxx'x request, in the manner provided in Section 10(B) of this Agreement: (i) within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Datedays, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply comply with the proceeds terms of the Offering substantially Equity Line of Credit , the Registration Rights Agreement, and the Escrow Agreement. F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in accordance an "arm's length" transaction with the Offering Materialsan independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx MA as follows: A. To advise May Xxxxx MA of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials Memorandum occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the Securities Units to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, on terms consistent with those stated in the Offering Materials Memorandum under the securities laws of such jurisdictions as May Xxxxx MA shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. The Company's counsel shall perform the required "Blue Sky" services and the Company shall pay all expenses and disbursements of the Company's counsel relating to such "Blue Sky" matters and relating to the Offering. C. Upon written request, to To provide and to continue to provide to each holder of Securities securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of five (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (35) years from the Termination Date, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the CompanyCompany for public disclosure, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on the earlier of five (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (35) years following the Termination Date, to May Xxxxx, upon May Xxxxx'x requestMA, in the manner provided in Section 10(B) of this Agreement: (i) within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Date, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are preparedauditors; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply the proceeds of of: (i) the Offering substantially Bridge Financing in accordance with the Note Purchase Agreement and (ii) the Private Placement Offering Materialsin accordance with "Use of Proceeds" in the Memorandum, and not to apply any proceeds from the Offering to pay any deferred compensation of any current or former officer or employee of the Company. F. To provide MA with as many copies of the Memorandum as MA may reasonably request. G. To grant MA an irrevocable, exclusive right, for a period of three (3) years commencing on the Note Purchase Closing, to purchase for its account or to sell for the account of the Company, or any subsidiary of or successor to the Company any securities of the Company or any such subsidiary or successor which the Company or any such subsidiary or successor may seek to sell through an underwriter, placement agent or broker-dealer whether pursuant to registration under the Act or otherwise (excluding the sale of debt securities of the Company to commercial banking institutions). Notwithstanding the foregoing, MA agrees that its exclusive right of first refusal may be purchased by the Company from MA for a purchase price equal to $100,000 at the election of the Company, at the time of a future financing (not including the Offering), whereby upon such election by the Company, MA shall no longer have such exclusive right. In addition, in the event that MA does not raise at least $2,000,000 in the Offering, the right of first refusal shall terminate and be converted into a right to participate in future transactions previously covered by the right of first refusal. The Company and any such subsidiary or successor will consult with MA with regard to any such offering and will offer MA the opportunity to purchase or sell any such securities on terms not more favorable to the Company or any such subsidiary or successor than it or they can secure elsewhere. If MA fails to accept such offer within 15 business days after the mailing of a notice containing such offer by registered mail addressed to MA (5 business days in the event the offer covers a sale under Rule 144), then MA shall have no further claim or right with respect to the offer contained in such notice. If, however, the terms of such offer are subsequently modified in any material respect, the preferential right referred to herein shall apply to such modified offer as if the original offer had not been made. MA's failure to exercise its preferential right with respect to any particular offer shall not affect its preferential rights relative to future offers. I. For a period of three (3) years from the date hereof, to not solicit any offer to buy from or offer to sell to any person introduced to the Company by MA in connection with the Offering, directly or indirectly, any securities of the Company or of any other entity, or provide the name of any such person to any other securities underwriter, broker or dealer or selling agent. In the event that the Company or any of its affiliates, directly or indirectly, solicits, offers to buy from or offers to sell to any such person any such securities, or provides the name of any such person to any other securities underwriter, broker or dealer or selling agent, and such person purchases such securities or purchases securities from any other securities underwriter, broker or dealer or selling agent, the Company shall pay to MA an amount in cash equal to 10% of the aggregate purchase price of the securities so purchased by, or sold to, such person. In addition, the Company shall pay MA a fee in cash equal to five (5%) percent of the gross proceeds received by the Company from the exercise of any and all Warrants issued in connection with the Offering, payable on the last business day of each month in which Warrants are exercised. J. To not increase the number of options to purchase shares pursuant to any stock option or other benefit plan or plans providing for the issuance of options to purchase shares of the Company's common stock without the prior written consent of the Compensation Committee. No options will be granted and no existing option plan will be increased and no new option plan will be adopted without the prior written consent of the Compensation Committee. K. The Company represents, warrants and agrees that during the term of MA's agency hereunder, neither the Company nor any person authorized to act on the Company's behalf will offer the Units for sale to, or solicit any offers to purchase the Units from, or except as MA may specifically request, otherwise approach or negotiate in respect thereof with any other person or persons. Neither the Company nor any person authorized to act on the Company's behalf will, directly or indirectly, take any action that would prevent the offering and sale of the Units from complying with the requirements of all applicable federal and state securities laws or render unavailable any exemption from the registration provisions of the Act relied upon in making any such offer or sale, or the state securities or "blue sky" laws of jurisdictions in which the Units or the Securities will be offered. L. That until all Securities eligible for registration under the Note Purchase Agreement, the Subscription Agreements and the Placement Agent's Warrant Agreement have been sold under a registration statement or pursuant to Rule 144 under the Act, to keep current in filing all reports, statements and other materials required to be filed with the Commission to permit holders of such Securities to sell such Securities under Rule 144.

Certain Covenants and Agreements of the Company. The Company covenants to deliver to the Placement Agent, (i) promptly after receipt thereof, the Company's good standing certificate, which delivery shall be made no later than two (2) weeks after the date hereof, and (ii) no later than December 31, 2001, a copy of minutes from the next regularly scheduled meeting of the Company's Board of Directors supplementing the minutes of September 2001 relating to the Offering so as to specifically reserve the Note Shares and the Warrant Shares. In addition, the Company covenants and agrees at its expense and without any expense to May Xxxxx the Placement Agent as follows: A. To advise May Xxxxx the Placement Agent of any material adverse change in the Company's or any of the Subsidiaries' financial condition, prospects or business or of any development materially affecting the Company or any of the Subsidiaries or rendering untrue or misleading any material statement in the Offering Materials Subscription Agreement occurring at any time prior to the each Closing as soon as the Company or any of the Subsidiaries is either informed or becomes aware thereof. B. To use its best efforts to cause the Securities to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, on terms consistent with those stated in the Offering Materials Subscription Agreement under the securities laws of such jurisdictions as May Xxxxx the Placement Agent shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. The Placement Agent's counsel shall perform the required "Blue Sky" services and all reasonable fees, expenses and disbursements relating to such "Blue Sky" matters and relating to the Offering shall be paid by the Placement Agent. C. Upon written request, to To provide and continue to provide to each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Note Shares and Warrant Shares under the Securities Act and (ii) three five (35) years from the Termination Date, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholdersstockholders upon a Holder's request. D. To deliver, for a period ending on the earlier of five (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (35) years following the Termination Date, to May Xxxxxthe Placement Agent, upon May Xxxxx'x the Placement Agent's request, in the manner provided in Section 10(B) of this Agreement: (i) within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Date, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply the proceeds of the Offering substantially in accordance with "Use of Proceeds" in Exhibit H to the Subscription Agreement and not to apply proceeds from the Offering Materialsto pay any principal amount, or accrued interest due and payable therein, payable under any loan(s), advances or indebtedness, to directors, officers or 5% or greater shareholders. F. To provide the Placement Agent with as many copies of the Subscription Agreement as the Placement Agent may reasonably request. G. To comply with the terms of the Subscription Agreement, the Notes and the Warrants, including, without limitation, the registration rights provisions contained in the Notes and the Warrants. H. To keep available out of its authorized Common Stock solely for the purpose of issuance upon the conversion of the Notes and the exercise of the Warrants, such number of shares of Common Stock as shall then be issuable upon the conversion of the Notes and the exercise of all Warrants. I. To issue to the Placement Agent or its designee(s) the Placement Agent's Warrants as described in the Placement Agent's Warrant Agreement. J. To ensure that any transactions between or among the Company or its Subsidiaries, or any of its or their officers, directors and affiliates be on terms and conditions that are no less favorable to the Company or its Subsidiaries, than the terms and conditions that would be available in an "arm's length" transaction with an independent third party. K. Not to amend or supplement the Subscription Agreements prior to the Termination Date unless the Placement Agent shall have been previously advised thereof and shall have not objected thereto within a reasonable time after being furnished a copy thereof. The Company shall promptly prepare, upon the Placement Agent's request, any amendment or supplement to the Subscription Agreements that may be necessary or advisable in connection with the Offering. L. To file the appropriate registration statement with the Securities and Exchange Commission to register the Note Shares, the Warrant Shares and the Common Stock underlying the Placement Agent's Warrants within six months after the Termination Date.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx as Davix xx follows: A. To advise May Xxxxx of Davix xx any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing any Advance Date as soon as the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the Securities Common Stock issuable in connection with the Credit Agreement and upon exercise of the Warrants to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Investor's Registration Rights Agreement and the Warrant Registration Rights Agreement, respectively, and under the securities laws of such jurisdictions (up to 10) as May Xxxxx Davix xxx the Investor shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide the to each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination DateSecurities, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateCommitment Period, to May XxxxxDavix, upon xxon May Xxxxx'x requestDavix'x xxxuest, in the manner provided in Section 10(B) of this Agreement: (i) , within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination DateCommitment Period, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply comply with the proceeds terms of the Offering Credit Agreement, the Warrant Registration Rights Agreement, the Escrow Agreement, the Warrants and the Registration Rights Agreement. F. To keep available out of its authorized Common Stock solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise or conversion thereof. G. To issue to May Davix'x xxxignees, upon the execution of the Credit Agreement, the Warrants to purchase 10,000,000 shares of Common Stock in the form substantially as annexed hereto. H. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in accordance an "arm's length" transaction with the Offering Materialsan independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx Westrock as follows: A. To advise May Xxxxx Westrock of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best commercially reasonable efforts to cause the Securities Common Stock issuable in connection with the Equity Line Purchase Agreement to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Registration Rights Agreement and under the securities laws of such jurisdictions as May Xxxxx Westrock and the Investor shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide to each holder of Securities participating in Westrock and the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination Date, Investor copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on the earlier of (i) during the registration period of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateEquity Line Purchase Agreement, to May XxxxxWestrock, upon May Xxxxx'x Westrock's request, in the manner provided in Section 10(B) of this Agreement: (i) within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Datedays, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply comply with the proceeds terms of the Offering substantially in accordance with the Offering Materials. F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an "arm's length" transaction with an independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx as Davix xx follows: A. To advise May Xxxxx of Davix xx any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing any Advance Date as soon as the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the Securities Common Stock issuable in connection with the Credit Agreement and upon exercise of the Placement Agent's Warrants to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Investor's Registration Rights Agreement and the Placement Agent's Registration Rights Agreement, respectively, and under the securities laws of such jurisdictions (up to 10) as May Xxxxx Davix xxx the Investor shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide the to each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination DateSecurities, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateCommitment Period, to May XxxxxDavix, upon xxon May Xxxxx'x requestDavix'x xxxuest, in the manner provided in Section 10(B) of this Agreement: (i) , within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination DateCommitment Period, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply the proceeds of the Offering substantially in accordance with the Offering Materials.quarterly

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx as follows: A. To advise May Xxxxx of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best commercially reasonable efforts to cause the Securities Common Stock issuable in connection with the Equity Line of Credit and upon exercise of the Convertible Debentures to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Registration Rights Agreement and under the securities laws of such jurisdictions as May Xxxxx and the Investors shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide to the each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination DateSecurities, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateRegistration Period, to May Xxxxx, upon May Xxxxx'x request, in the manner provided in Section 10(B) of this Agreement: (i) within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Datedays, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply comply with the proceeds terms of the Offering substantially Equity Line of Credit, the Registration Rights Agreement, and the Escrow Agreement. F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in accordance an "arm's length" transaction with the Offering Materialsan independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx as follows: A. To advise May Xxxxx of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing any Advance Date as soon as the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the Securities Common Stock issuable in connection with the Credit Agreement to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Investor's Registration Rights Agreement, and under the securities laws of such jurisdictions as May Xxxxx and the Investor shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide the to each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination DateSecurities, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateCommitment Period, to May Xxxxx, upon May Xxxxx'x request, in the manner provided in Section 10(B) of this Agreement: (i) , within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination DateCommitment Period, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply comply with the proceeds terms of the Offering Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement. F. To issue to May Xxxxx, or May Xxxxx'x designee, upon the execution of the Credit Agreement, that number of shares of Common Stock in the form substantially as annexed hereto as provided for in accordance this Agreement. G. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an "arm's length" transaction with the Offering Materialsan independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx as follows: A. To advise May Xxxxx of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing any Advance Date as soon as the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the Securities Common Stock issuable in connection with the Credit Agreement to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Investor's Registration Rights Agreement, and under the securities laws of such jurisdictions as May Xxxxx and the Investor shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide the to each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination DateSecurities, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateCommitment Period, to May Xxxxx, upon May Xxxxx'x request, in the manner provided in Section 10(B) of this Agreement: (i) , within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination DateCommitment Period, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply comply with the proceeds terms of the Offering substantially Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement. F. To issue to May Xxxxx, or May Xxxxx'x designee, upon the execution of the Credit Agreement, shares of restricted Common stock of the Company equal three percent (3%) of the total amount of the Credit Agreement. G. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in accordance an "arm's length" transaction with the Offering Materialsan independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx as follows: A. To advise May Xxxxx of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials Purchase Agreement, related documents and the Company's SEC Documents occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best commercially reasonable efforts to cause the Securities Common Stock issuable upon conversion of the Convertible Debentures in connection with the Purchase Agreement and upon exercise of the Placement Agent's Warrants to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Registration Rights Agreement and the Placement Agent's Registration Rights Agreement, respectively, and under the securities laws of such jurisdictions as May Xxxxx and the Investor(s) shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide to each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination Date, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholdersshareholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateRegistration Period, to May Xxxxx, upon May Xxxxx'x Xxxxx' written request, in the manner provided in Section 10(B) of this Agreement: , (i) within forty five (45) days after the end of each of the first three quarters close of each fiscal year of the Company, commencing with the first quarter ending after the Termination Datequarter, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders shareholders at the time that such documents, reports and information are furnished to its stockholdersshareholders. E. To apply comply with the proceeds terms of the Offering Purchase Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent's Warrants and the Placement Agent's Registration Rights Agreement. F. To keep available out of its authorized Common Stock solely for the purpose of issuance upon the exercise of the Placement Agent's Warrant, such number of shares of Common Stock as shall then be issuable upon the exercise or conversion thereof. G. To issue to May Xxxxx, or May Xxxxx' designee, upon the execution of the Purchase Agreement, the Placement Agent Warrants to purchase 500,000 shares of Common Stock in the form substantially as annexed hereto. H. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company than the terms and conditions that would be available in accordance an "arm's length" transaction with the Offering Materialsan independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx as follows: A. To advise May Xxxxx of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best commercially reasonable efforts to cause the Securities Common Stock issuable upon exercise of the Convertible Debentures and the Warrants to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Investors' Registration Rights Agreement, the Placement Agent's Registration Rights Agreement, and under the securities laws of such jurisdictions as May Xxxxx and the Investor shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide to the each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination DateSecurities, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateRegistration Period, to May Xxxxx, upon May Xxxxx'x request, in the manner provided in Section 10(B) of this Agreement: (i) within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Datequarter, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply comply with the proceeds terms of the Offering substantially Securities Purchase Agreement, the Investors' Registration Rights Agreement, the Escrow Agreement, the Placement Agent's Registration Rights Agreement, and the Warrants. F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in accordance an "arm's length" transaction with the Offering Materialsan independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx as follows: A. To advise May Xxxxx of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing any Advance Date as soon as the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the Securities Common Stock issuable in connection with the Credit Agreement to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Investor's Registration Rights Agreement, and under the securities laws of such jurisdictions as May Xxxxx and the Investor shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide the to each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination DateSecurities, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateCommitment Period, to May Xxxxx, upon May Xxxxx'x request, in the manner provided in Section 10(B) of this Agreement: (i) , within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination DateCommitment Period, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply comply with the proceeds terms of the Offering Credit Agreement, the Registration Rights Agreement, and the Escrow Agreement. F. To issue to May Xxxxx, or May Xxxxx'x designee, upon the execution of the Credit Agreement, warrants to purchase 5,000,000 shares of Common Stock in the form substantially as annexed hereto, and 400,000 restricted Shares of the Company's Common Stock. G. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in accordance an "arm's length" transaction with the Offering Materialsan independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx Fine as follows: A. To advise May Xxxxx Fine of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials Memorandum occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the Securities Shares to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, on terms consistent with those stated in the Offering Materials Memorandum under the securities laws of such jurisdictions as May Xxxxx Fine shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. Fine's counsel shall perform the required "Blue Sky" services and all reasonable fees (such fees not to exceed $10,000) or expenses and disbursements of Fine's counsel relating to such "Blue Sky" matters and relating to the Offering shall be paid by the Company. C. Upon written request, to To provide and to continue to provide to each holder of Securities securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares Securities under the Securities Act and (ii) three five (35) years from the Termination Date, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the CompanyCompany for public disclosure, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on the earlier of five (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (35) years following the Termination Date, to May Xxxxx, upon May Xxxxx'x requestFine, in the manner provided in Section 10(B11(B) of this Agreement: (i) within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Date, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are preparedauditors; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply the proceeds of the Offering substantially in accordance with "Use of Proceeds" in the Memorandum and not to apply any proceeds from the Offering Materials(i) to pay any deferred compensation of any current or former officer or employee of the Company, or (ii) to pay any principal amount payable under the line of credit with CoreStates Bank or under the line of credit with Eagle National Bank, unless collateral of cash and/or marketable securities in an amount equal to the repayment of principal is released by the lender to the Company for its unrestricted use, in connection with each repayment of principal. F. To provide Fine with as many copies of the Memorandum as Fine may reasonably request. G. The Company grants to Fine the right, for a period of five (5) years commencing on the date of the Closing, to cause one person designated by Fine to be elected to the Company's Board of Directors (the "Board"). In the event Fine elects not to nominate a member to the Company's Board, Fine may designate a person, who may be a director, officer, employee or affiliate of Fine, to receive all notices of meetings of the Company's Board and other correspondence and communications sent by the Company to members of the Board, and to attend all such meetings of the Board. Such individual shall be reimbursed for all out-of-pocket expenses incurred in connection with his service on, or attendance of, as the case may be, meetings of the Board. On or before the Closing, the Company shall provide Fine with a certificate signed by each of James M. Donegan, Gilbert M. White, John A. Botich, Michael X. Xxxxxx, Xxxx R. Xxxxxxx xxx Xxxx X. Xxxxxxx xxxxxxy xxxx xxxxxx xx xxte xxxxx xxxxxx xf Comxxx Xxxxx xxxxxicially owned in favor of Fine's designee, if Fine exercises its right under this subsection 5.G. H. On or before the Closing, the Company shall provide Fine with true copies of duly executed, legally binding and enforceable agreements pursuant to which James M. Donegan, Gilbert M. White, John A. Botich, Michael J. Xxxxxx, Xxxx X. Haxxxxx xxx Xxxx X. Xxxxxxx (xxxxxctively xxx "Xxxxxx Hxxxxxx") xxxxx that xxxx xxxx xxx xirectly or indirectly, issue, offer to sell, sell, grant an option for the sale of, assign, transfer, pledge, hypothecate, distribute or otherwise encumber or dispose of shares of Common Stock or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of any beneficial interest therein, without the prior written consent of Fine (collectively, the "Lock-up Agreements"), except for unrestricted and freely tradeable shares of the Company's Common Stock purchased in the public market and the securities listed in the fourth column on Schedule 5.H attached hereto, for a period commencing on the Closing date and continuing until the Company has entered into no fewer than three (3) material corporate alliances ("Material Corporate Alliance") relating to the Company's products that, provide reasonable assurance of financial success and funding of the Company (the "Lockup Period"), provided, however, that (i) the Lock-up Agreements shall not apply to gifts or private transactions, wherein, as a precondition to transfer, the transferee shall agree in writing to be bound by the same contractual undertakings as the transferor and (ii) regarding all of the Lockup Holders, except for Mr. Donegan, the Lockup Agreements shall terminate after the exxxxxxxx xx a second Material Corporate Alliance, upon the written consent of Mr. Donegan. On or before the Closing, the Company shall delivex xxxxxxxxxons to the Transfer Agent authorizing it to place appropriate legends on the certificates representing the securities subject to the Lock-up Agreements and to place appropriate stop transfer orders on the Company's ledgers. Material Corporate Alliances are defined for purposes of this Subsection 5.H as binding, written and duly executed contract(s) between the Company and another entity pursuant to which the Company assigns, licenses or sells outright the right(s) to some or all of its technology and/or products for the purpose of manufacturing, marketing or distributing same in consideration of actual monetary revenue or a service (or the promise of either) the value of which can be determined, which will be approved by the Company's Board of Directors as materially beneficial to the financial health and future of the Company.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx Placement Agent as follows: A. To advise May Xxxxx Placement Agent of any material adverse change in the Company's ’s financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials Documents occurring at any time prior to the a Closing as soon as reasonably practicable after the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the Securities to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, on terms consistent with those stated in the Offering Materials Documents, the Security Agreement, the Bridge Notes and the Placement Agent Units under the securities laws of such jurisdictions as May Xxxxx Placement Agent shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. Company’s counsel shall perform the required “Blue Sky” services, and all reasonable expenses and disbursements of Company’s counsel relating to such “Blue Sky” matters and relating to the Offering shall be paid by the Company. C. Upon written request, to provide and continue to provide to each holder To apply the net proceeds of Securities participating the Offering as described in the Offering, so long Offering Documents or as such holder shall remain a security holder set forth on Schedule 5(C). D. To reimburse the Placement Agent for costs associated with printing the Offering Documents. E. To comply with the terms of the CompanySubscription Agreements, for a period ending on the earlier of (i) Security Agreement, the Bridge Notes and Placement Agent Units including, without limitation, the registration rights provisions thereof. F. To issue to Placement Agent or its designees, at the Closing, the Placement Agent Units and provide for registration by the Company of the Conversion Placement Agent Shares issuable upon the exercise thereof as set forth in the Placement Agent Warrants. G. To keep available out of its authorized and designated Common Stock, solely for the purpose of issuance and exercise of the Warrants and Placement Agent Units, such number of Bridge Shares and Warrant Shares under the Securities Act and (ii) Placement Agent Shares. H. Within three (3) years days from the Termination Datedate hereof, copies Placement Agent shall receive a copy of all quarterly financial statements and audited annual financial statements prepared a duly executed escrow agreement in the form previously delivered to you regarding the deposit of funds pending the closing(s) of the Offerings with a bank or trust company acceptable to the Placement Agent (the “Escrow Agreement”).. I. There shall be satisfaction by or on behalf the Placement Agent, in its sole discretion, with their ongoing due diligence of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination Date, to May Xxxxx, upon May Xxxxx'x request, in the manner provided in Section 10(B) of this Agreement: (i) within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Date, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply the proceeds of the Offering substantially in accordance with the Offering Materials.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx Placement Agent as follows: A. To advise May Xxxxx Placement Agent of any material adverse change in the Company's ’s financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials Documents occurring at any time prior to the a Closing as soon as reasonably practicable after the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the Securities to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, on terms consistent with those stated in the Offering Materials Documents, the Common Stock and the Placement Agent Warrants under the securities laws of such jurisdictions as May Xxxxx Placement Agent shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. Company’s counsel shall perform the required “Blue Sky” services, and all reasonable expenses and disbursements of Company’s counsel relating to such “Blue Sky” matters and relating to the Offering shall be paid by the Company. C. Upon written request, to provide and continue to provide to each holder To apply the net proceeds of Securities participating the Offering as described in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination Date, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholdersOffering Documents. D. To delivercomply with the terms of the Subscription Agreements, for a period ending on the earlier of (i) Common Stock and Placement Agent Warrants including, without limitation, the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination Date, to May Xxxxx, upon May Xxxxx'x request, in the manner provided in Section 10(B) of this Agreement: (i) within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Date, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholdersrights provisions thereof. E. To apply issue to Placement Agent or its designees, at the proceeds Closing, the Placement Agent Warrants and provide for registration by the Company of the Offering substantially Placement Agent Shares issuable upon the exercise thereof as set forth in accordance with the Offering MaterialsPlacement Agent Warrants. F. To keep available out of its authorized and designated common stock, solely for the purpose of issuance and exercise of the Placement Agent Warrants, such number of Placement Agent Shares. G. For a period of three years from the date hereof in the event the Company shall undertake any private or public offering of the Company's securities, the Company will grant the Placement Agent a right to participate the next offering(s) on a pro rata basis equal to the percentage of securities sold by the Placement Agent in this Offering. The Company shall notify the Placement Agent at least 30 days in advance, in writing, of any proposed offering and the terms thereof. Failure of the Placement Agent to participate in any future offering shall not waive the Placement Agent's right to participate in any future offering(s).

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx Davis as follows: : A. To advise adxxxx May Xxxxx Davis of any material adverse change chxxxx in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best commercially reasonable efforts to cause the Securities Common Stock issuable upon exercise of the Convertible Debentures to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Registration Rights Agreement and under the securities laws of such jurisdictions as May Xxxxx Davis and the Investor shall reasonably reasoxxxxx request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide to the each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination DateSecurities, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateRegistration Period, to May XxxxxDavis, upon May Xxxxx'x Davis's request, in the manner provided in Section 10(B) of this Agreement: (i) within wxxxxx forty five (4500) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Datexays, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply comply with the proceeds terms of the Offering substantially Securities Purchase Agreement, the Registration Rights Agreement, and the Escrow Agreement. F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in accordance an "arm's length" transaction with the Offering Materialsan independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx Davis as follows: A. To advise xxxxxe May Xxxxx Davis of any material adverse change cxxxxx in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best commercially reasonable efforts to cause the Securities Common Stock issuable upon exercise of the Convertible Debentures to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Investors' Registration Rights Agreementand under the securities laws of such jurisdictions as May Xxxxx Davis and the Investor shall reasonably rexxxxxbly request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide to the each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination DateSecurities, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateRegistration Period, to May XxxxxDavis, upon May Xxxxx'x Davis's request, in the manner provided in Section 10(B) of this Agreement: xxxhin forty fxxx (i) within forty five (4500) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Datequarter, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply comply with the proceeds terms of the Offering substantially Securities Purchase Agreement, the Investors' Registration Rights Agreement, and the Escrow Agreement. F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in accordance an "arm's length" transaction with the Offering Materialsan independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx the Placement Agent as follows: A. To advise May Xxxxx the Placement Agent of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials Documents occurring at any time prior to the Closing any Advance Date as soon as the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the Securities Common Stock issuable in connection with the Line of Credit Agreement to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Investor Registration Rights Agreement, and under the securities laws of such jurisdictions as May Xxxxx the Placement Agent and the Investors shall reasonably request; provided, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporationcorporation or take other action that could adversely affect the Company. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide to each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination DateSecurities, copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on during the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateCommitment Period, to May Xxxxxthe Placement Agent, upon May Xxxxx'x the Placement Agent's request, in the manner provided in Section 10(B9(B) of this Agreement: (i) , within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination DateCommitment Period, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. The Company may satisfy its obligations under this Paragraph 5(D) by providing the Placement Agent with copies of or access to the Company's filings made under the 1934 Exchange Act. E. To apply comply with the proceeds terms of the Offering substantially Documents. F. To ensure that any transactions between the Company and any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in accordance an "arm's length" transaction with the Offering Materialsan independent third party.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx the Placement Agent as follows: A. To During the Registration Period, as this term is defined in the Registration Rights Agreement dated the date hereof, advise May Xxxxx the Placement Agent and the Investor of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best commercially reasonable efforts to cause the Securities Common Stock issuable in connection with the Standby Equity Distribution Agreement to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Offering Materials Registration Rights Agreement and under the securities laws of such jurisdictions as May Xxxxx the Placement Agent and the Investor shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon During the Registration Period, as this term is defined in the Registration Rights Agreement dated the date hereof, upon written request, to provide and continue to provide to each holder of Securities participating in the Offering, so long as such holder shall remain a security holder of Placement Agent and the Company, for a period ending on the earlier of (i) the registration of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years from the Termination Date, Investor copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, for a period ending on during the earlier of (i) Registration Period, as this term is defined in the registration Registration Rights Agreement dated the date hereof, of the Conversion Shares and Warrant Shares under the Securities Act and (ii) three (3) years following the Termination DateStandby Equity Distribution Agreement, to May Xxxxx, the Investor upon May Xxxxx'x the Investor's request, in the manner provided in Section 10(B) of this Agreement: (i) within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Datedays, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To apply comply with the proceeds terms of the Offering substantially in accordance with the Offering Materials. F. During the Registration Period, as this term is defined in the Registration Rights Agreement dated the date hereof, to ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an "arm's length" transaction with an independent third party.