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 as follows: A. To advise 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 Documents occurring at any time prior to the Closing as soon as reasonably practicable after the Company is either informed or becomes aware thereof. B. To use its reasonable e 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 Documents, the Shares and the Placement Agent Warrants under the securities laws of such jurisdictions as 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 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. To apply the net proceeds of the Offering as described in the Offering Documents $5,000,000 for the acquisition of Ad Authority, Inc. and the remaining amount for general working capital purposes. D. To issue to the Placement Agent or its designees, at the Closing, the Placement Agent Warrants and provide for registration by the Company of the Placement Agent Shares issuable upon the exercise thereof as set forth in the Registration Rights Agreement. E. To reserve out of the Company’s authorized and designated Common Stock, solely for the purpose of issuance upon the exercise of the Placement Agent Warrants, such number of Placement Agent Shares. F. To execute and deliver employment agreements with key management in forms reasonably acceptable to the Placement Agent and its counsel. G. In the event the Company elects not to proceed with the Offering prior to April 15, 2008 for any reason other than (i) the Placement Agent’s bad faith, gross negligence or willful misconduct in processing the transaction or breach of any provision of this Agreement by the Placement Agent or any of its affiliates or Designees or inaccuracy of any representation of the Placement Agent set forth herein, (ii) the failure to close the acquisition of Ad Authority, Inc. for any reason or (iii) as a result of the Placement Agent’s willful failure to meet any of the conditions to the Offering set forth herein, or if the Placement Agent elects not to proceed due to (i) a material breach by the Company of any representation, warranty or covenant contained in this Placement Agent Agreement precluding the offering from proceeding on the terms set forth herein, or (ii) as a result of the Company’s willful failure to meet any of the conditions to the Offering previously described, to pay the Placement Agent, exclusive of any payments otherwise made, for its time, efforts and lost opportunities, a “break-up” fee of $150,000 plus 125,000 Placement Agent Warrants or, if the Offering Documents have been distributed to potential purchasers of the Shares, $250,000 plus 250,000 Placement Agent Warrants.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows: A. To advise 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 Documents occurring at any time prior to the Closing as soon as reasonably practicable after the Company is either informed or becomes aware thereof. B. To use its reasonable e best efforts to cause the Securities sale of the 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 Documents, the Shares and the Placement Agent Warrants under the securities laws of such jurisdictions as 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 Company’s counsel shall perform the required “Blue Sky” servicesservice. C. Unless the Company is at the time a reporting company under the Exchange Act and has filed any of the following information pursuant to its obligations thereunder, and all reasonable expenses and disbursements of Company’s counsel relating to such “Blue Sky” matters and relating provide to the Offering Placement Agent for five years from the Termination Date, or until the termination or dissolution of the Company, whichever shall be paid come first, copies of all quarterly and audited annual financial statements prepared by or on behalf of the Company. C. D. To apply the net proceeds of the Offering as described in accordance with the Offering Documents $5,000,000 for the acquisition of Ad Authority, Inc. and the remaining amount for general working capital purposes. D. To issue to the Placement Agent or its designees, at the Closing, the Placement Agent Warrants and provide for registration by the Company of the Placement Agent Shares issuable upon the exercise thereof as stated purposes set forth in the Registration Rights AgreementOffering Documents. E. To reserve out of the Company’s authorized and designated Common Stock, solely for the purpose of issuance upon the exercise of provide the Placement Agent Warrants, such number with as many copies of the Offering Documents as the Placement Agent Sharesmay reasonably request. F. To execute ensure that any transactions between or among the Company and deliver employment agreements with key management in forms reasonably acceptable any of its respective affiliates be on terms and conditions that are no less favorable to the Placement Agent Company, than the terms and its counselconditions that would be available in an “arms’ length” transaction with independent third parties. G. In the event the Company elects not to proceed To comply with the Offering prior to April 15, 2008 for any reason other than (i) the Placement Agent’s bad faith, gross negligence or willful misconduct in processing the transaction or breach of any provision of this Agreement by the Placement Agent or any of its affiliates or Designees or inaccuracy of any representation terms of the Placement Agent set forth herein, (ii) the failure to close the acquisition of Ad Authority, Inc. for any reason or (iii) as a result of the Placement Agent’s willful failure to meet any of the conditions to the Offering set forth herein, or if the Placement Agent elects not to proceed due to (i) a material breach by the Company of any representation, warranty or covenant contained in this Placement Agent Agreement precluding the offering from proceeding on the terms set forth herein, or (ii) as a result of the Company’s willful failure to meet any of the conditions to the Offering previously described, to pay the Placement Agent, exclusive of any payments otherwise made, for its time, efforts and lost opportunities, a “break-up” fee of $150,000 plus 125,000 Placement Agent Warrants or, if the Offering Documents have been distributed to potential purchasers of the Shares, $250,000 plus 250,000 Placement Agent WarrantsSubscription Agreements.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows: A. To advise 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 Documents occurring at any time prior to the Closing as soon as reasonably practicable after the Company is either informed or becomes aware thereof. B. To use its reasonable e best efforts to cause the Securities sale of the 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 Documents, the Shares and the Placement Agent Warrants under the securities laws of such jurisdictions as 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 Company’s counsel shall perform the required “Blue Sky” servicesservice. C. Unless the Company is at the time a reporting company under the Exchange Act and has filed any of the following information pursuant to its obligations thereunder, and all reasonable expenses and disbursements of Company’s counsel relating to such “Blue Sky” matters and relating provide to the Offering Placement Agent for five (5) years from the Termination Date, or until the termination or dissolution of the Company, whichever shall be paid come first, copies of all quarterly and audited annual financial statements prepared by or on behalf of the Company. C. D. To apply the net proceeds of the Offering as described in accordance with the Offering Documents $5,000,000 for the acquisition of Ad Authority, Inc. and the remaining amount for general working capital purposes. D. To issue to the Placement Agent or its designees, at the Closing, the Placement Agent Warrants and provide for registration by the Company of the Placement Agent Shares issuable upon the exercise thereof as stated purposes set forth in the Registration Rights AgreementOffering Documents. E. To reserve out of the Company’s authorized and designated Common Stock, solely for the purpose of issuance upon the exercise of provide the Placement Agent Warrants, such number with as many copies of the Offering Documents as the Placement Agent Sharesmay reasonably request. F. To execute ensure that any transactions between or among the Company and deliver employment agreements with key management in forms reasonably acceptable the General Partner and any of their respective affiliates be on terms and conditions that are no less favorable to the Placement Agent Company, than the terms and its counselconditions that would be available in an “arm’s length” transaction with independent third parties. G. In the event the Company elects not to proceed To comply with the Offering prior to April 15, 2008 for any reason other than (i) the Placement Agent’s bad faith, gross negligence or willful misconduct in processing the transaction or breach of any provision of this Agreement by the Placement Agent or any of its affiliates or Designees or inaccuracy of any representation terms of the Placement Agent set forth herein, (ii) the failure to close the acquisition of Ad Authority, Inc. for any reason or (iii) as a result of the Placement Agent’s willful failure to meet any of the conditions to the Offering set forth herein, or if the Placement Agent elects not to proceed due to (i) a material breach by the Company of any representation, warranty or covenant contained in this Placement Agent Agreement precluding the offering from proceeding on the terms set forth herein, or (ii) as a result of the Company’s willful failure to meet any of the conditions to the Offering previously described, to pay the Placement Agent, exclusive of any payments otherwise made, for its time, efforts and lost opportunities, a “break-up” fee of $150,000 plus 125,000 Placement Agent Warrants or, if the Offering Documents have been distributed to potential purchasers of the Shares, $250,000 plus 250,000 Placement Agent WarrantsSubscription Agreements.

Certain Covenants and Agreements of the Company. A. The Company covenants and agrees at its expense and without any expense to ICG as follows: A. B. To advise the Placement Agent ICG of any material adverse change in the Company’s 's or the Subsidiary's financial condition, prospects or business or of any development materially affecting the Company or the Subsidiary or rendering untrue or misleading any material statement in the Offering Documents Memorandum occurring at any time prior to the each Closing as soon as reasonably practicable after the Company or the Subsidiary is either informed or becomes aware thereof. B. C. To use its reasonable e 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 Documents, the Shares and the Placement Agent Warrants Memorandum under the securities laws of such jurisdictions as the Placement Agent ICG 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 ICG's counsel shall perform the required “"Blue Sky” services, " services and all reasonable filing and legal fees (such filing and legal fees not to exceed $10,000) and expenses and disbursements of Company’s ICG's counsel relating to such “"Blue Sky” " matters and relating to the Offering shall be paid by the Company. The Company shall also pay to ICG's counsel all legal fees (not to exceed $50,000, consisting of $35,000 from this Offering and $15,000 owed to ICG's counsel from a prior terminated offering) and expenses related thereto. C. D. To provide and to continue to provide to each holder of the Securities, 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 Unit Shares, the Note Shares and the Placement Agent Shares under the Securities Act and (ii) five (5) years from the Termination Date, copies of all quarterly and audited annual consolidated 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 shareholders. E. To deliver, with respect to the Company and the Subsidiary, on a consolidated basis where appropriate, for a period of five (5) years following the Termination Date, to ICG, in the manner provided in Section 11(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 shareholders' 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 shareholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in shareholders' 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; (iii) within ten (10) business days of the end of every month, its balance sheet as of the close of the month, together with a statement of income, a statement of changes in shareholder's equity and a statement of cash flow for such month; and (iv) a copy of all documents, reports and information furnished to its shareholders at the time that such documents, reports and information are furnished to its shareholders. F. To apply the net proceeds of the Offering as described in accordance with the "Use of Proceeds" subsection in the Offering Documents $5,000,000 for the acquisition of Ad Authority, Inc. and the remaining amount for general working capital purposes"Summary" section Memorandum. D. G. To provide ICG with as many copies of the Memorandum as ICG may reasonably request. H. To issue to ICG, or ICG's designee, on the date of each Closing, one (1) share of Common Stock (collectively, the "Placement Agent or its designees, at Shares") for each $50.00 of gross proceeds of the Closing, the Placement Agent Warrants and provide for registration Offering received by the Company at such Closing; any fractional shares to be issued pursuant to this Section 5(G) shall be rounded to the nearest full share of Common Stock. I. To ensure that any transactions between or among the Company, the Subsidiary, any of their respective officers or directors, and any of such entities' or persons' respective affiliates be on terms and conditions that are no less favorable to the Company or the Subsidiary, as the case may be, than the terms and conditions that would be available in an "arms' length" transaction with independent third parties. J. To engage an escrow agent and financial printer in connection with the Offering, in each case acceptable to ICG. K. To comply with the terms of the Placement Agent Shares issuable upon Subscription Agreements, including, but not limited to, each subscriber's rights with respect to registration under the exercise thereof as set forth in the Registration Rights Agreement. E. To reserve out Securities Act of the Company’s authorized Unit Shares and designated Common Stock, solely for the purpose of issuance upon the exercise of the Placement Agent Warrants, such number of Placement Agent Note Shares. F. To execute and deliver employment agreements L. Not to engage, directly, or through any affiliates, or any person acting on its or their behalf, in any directed selling efforts (as interpreted by appropriate administrative or judicial authorities under Regulation S of the Securities Act) with key management in forms reasonably acceptable respect to the Placement Agent and its counselOffering. G. In the event the Company elects not to proceed with the Offering prior to April 15, 2008 for any reason other than (i) the Placement Agent’s bad faith, gross negligence or willful misconduct in processing the transaction or breach of any provision of this Agreement by the Placement Agent or any of its affiliates or Designees or inaccuracy of any representation of the Placement Agent set forth herein, (ii) the failure to close the acquisition of Ad Authority, Inc. for any reason or (iii) as a result of the Placement Agent’s willful failure to meet any of the conditions to the Offering set forth herein, or if the Placement Agent elects not to proceed due to (i) a material breach by the Company of any representation, warranty or covenant contained in this Placement Agent Agreement precluding the offering from proceeding on the terms set forth herein, or (ii) as a result of the Company’s willful failure to meet any of the conditions to the Offering previously described, to pay the Placement Agent, exclusive of any payments otherwise made, for its time, efforts and lost opportunities, a “break-up” fee of $150,000 plus 125,000 Placement Agent Warrants or, if the Offering Documents have been distributed to potential purchasers of the Shares, $250,000 plus 250,000 Placement Agent Warrants.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to Sterling as follows: A. To advise the Placement Agent Sterling 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 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 reasonable e 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 Documents, the Shares and Common Stock, the Subscriber Warrants, the Placement Agent Warrants Warrants, Subscriber Warrant Shares and Placement Agent Warrant Shares under the securities laws of such jurisdictions as the Placement Agent Sterling 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 's counsel shall perform the required “"Blue Sky” " services, and all reasonable expenses and disbursements of Company’s 's counsel relating to such “"Blue Sky” " matters and relating to the Offering shall be paid by the Company. C. To apply the net proceeds of the Offering as described in the Offering Documents $5,000,000 for Documents. Pending utilization, the acquisition net proceeds will be invested in short-term, investment grade, interest bearing investments, money market funds, certificates of Ad Authority, Inc. and the remaining amount for general working capital purposesdeposit or guaranteed United States government obligations. D. To provide Sterling with as many copies of the Offering Documents as Sterling may reasonably request. E. To comply with the terms of the Subscription Agreements, Common Stock, Subscriber Warrants, and Placement Agent Warrants, including, without limitation, the registration rights provisions thereof. F. Subsequent to the Offering Period, to use its commercially reasonable efforts to timely file all reports, forms or other documents as may be required from time to time, under the Exchange Act and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Exchange Act and the Rules and Regulations. G. Neither the Company nor its subsidiaries nor any of their respective officers, directors, stockholders or affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. H. To issue to the Placement Agent Sterling or its designees, at the Closing, the Placement Agent Warrants which shall be exercisable for a period of five years commencing on the date of issuance and terminating on the fifth anniversary of the final Closing as evidenced by a placement agent warrant certificate of the Company executed and delivered to Sterling on the date of such Closing which shall provide for registration by the Company of the Placement Agent Shares issuable upon the exercise thereof as set forth in the Registration Rights AgreementShares. E. I. To reserve keep available out of the Company’s its authorized and designated Common Stock, solely for the purpose of issuance upon the exercise conversion of the Placement Agent Warrants , the Common Stock and the Subscriber Warrants, such number of shares of Common Stock, as shall then be issuable upon the exercise of all outstanding Common Stock, Placement Agent SharesWarrants and Subscriber Warrants. F. To execute J. The Company shall upon Closing and deliver employment agreements with key management in forms reasonably acceptable to accordance with, and subject to, the Placement Agent terms and its counsel. G. In conditions of the event the Company elects not to proceed with the Offering prior to April Purchase and Sale Agreement dated July 15, 2008 for any reason other than (i) 2004, and related escrow agreement, as such agreements may be amended, receive and accept the Placement Agent’s bad faith, gross negligence or willful misconduct in processing the transaction or breach resignations of any provision of this Agreement by the Placement Agent or any of its affiliates or Designees or inaccuracy of any representation of the Placement Agent set forth herein, (ii) the failure to close the acquisition of Ad Authority, Inc. for any reason or (iii) as a result of the Placement Agent’s willful failure to meet any of the conditions to the Offering set forth herein, or if the Placement Agent elects not to proceed due to (i) a material breach by the Company of any representation, warranty or covenant contained in this Placement Agent Agreement precluding the offering from proceeding on the terms set forth herein, or (ii) as a result Jerry Braun and Jacob Rosenxxxx xx xxxxctors xxx xxxxxxxxx officers of the Company’s willful failure to meet any of the conditions to the Offering previously described, to pay the Placement Agent, exclusive of any payments otherwise made, for its time, efforts and lost opportunities, a “break-up” fee of $150,000 plus 125,000 Placement Agent Warrants or, if the Offering Documents have been distributed to potential purchasers of the Shares, $250,000 plus 250,000 Placement Agent Warrants.