Common use of Certain Negative Covenants of the Company Clause in Contracts

Certain Negative Covenants of the Company. From and after the date hereof and until all of the Company’s obligations hereunder and all of the Notes are paid and performed in full, the Company shall not: 1. Incur any new indebtedness for borrowed money without the prior written consent of the Buyer; provided, however, the Company may incur obligations under trade payables in the ordinary course of business consistent with past practice without the consent of the Buyer; or 2. Grant or permit any security interest (or other lien or other encumbrance) in or on any of its assets except as incurred in the ordinary course of business; or 3. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate of the Company, or amend or modify any agreement related to any of the foregoing, except on terms that are no less favorable, in any material respect, than those obtainable from any person or entity who is not an Affiliate of the Company; or 4. Enter into any financing transaction (including issuing promissory notes or selling equity, warrants, convertible notes or other instruments convertible into or exchangeable for Common Stock, equity or equity-like instruments to any person or entity) without giving the Buyer at least ten (10) days notice of such prospective financing transaction (the “Transaction Notice”) and the pre-emptive right to provide such financing on substantially the same terms upon notice thereof to the Company within five (5) days of receiving the Transaction Notice; or 5. Settle any debt for Common Stock with any other party in a transaction which may rely on, be based upon or structured in accordance with Sections 3(a)(9) or 3(a)(10) of the 1933 Act; or 6. Arrange or facilitate the sale or exchange of any existing securities of the Company, including without limitation warrants, options, convertible debt instruments, or other securities convertible into or exchangeable for shares of Common Stock or other equity of the Company (“Existing Securities”), held by any party other than the Buyer. The Company further covenants not to enter into any debt settlement agreement or similar agreement or arrangement with any party other than the Buyer to settle or exchange Existing Securities for share of Common Stock or other equity of the Company.

Certain Negative Covenants of the Company. From and after the date hereof and until all of the Company’s obligations hereunder and all of the Notes Note are paid and performed in full, the Company shall not: 1. A. Incur any new indebtedness for borrowed money that includes an equity conversion component without complying with the Right of First Refusal set forth in Section 5(b)(xvii) hereof; provided, however, that if the Company is in breach of any of its obligations under this Agreement, then Buyer shall also have the right, in its sole and absolute discretion, to disallow any new indebtedness for borrowed money without the prior written consent of Buyer, notwithstanding the Buyer; provided, however, the Company may incur obligations under trade payables in the ordinary course Right of business consistent with past practice without the consent of the Buyer; orFirst Refusal. 2. Grant X. Xxxxx or permit any security interest (or other lien or other encumbrance) in or on any of its assets except as incurred assets; provided, however, that such restriction shall not restrict the Company’s right to factor receivables or engage in the ordinary course similar types of business; orlimited secured financing arrangements; 3. C. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate of the Company, or amend or modify any agreement related to any of the foregoing, except on terms that are no less favorable, in any material respect, than those obtainable from any person or entity who is not an Affiliate of the Company; or 4. D. Enter into any debt or equity financing transaction (including issuing promissory notes or selling equity, warrants, convertible notes or other instruments convertible into or exchangeable for Common Stock, equity or equity-like instruments to any person or entity) without giving the Buyer at least ten (10) days Trading Days notice of such prospective financing transaction (the “Transaction Notice”) and the pre-emptive right to provide such financing on substantially the same similar terms upon notice thereof to the Company within five (5) days Trading Days of receiving the Transaction Notice; or 5. Settle any debt for Common Stock with any other party The Buyer may also elect, in a transaction which may rely onits sole discretion, be based upon or structured in accordance with Sections 3(a)(9) or 3(a)(10) to convert then then-outstanding balance of the 1933 Act; or 6Note (including all default interest, penalties and fee) into securities issued in any such subsequent financing transactions on the same terms and conditions as the other investors in such financing transaction. Arrange or facilitate the sale or exchange of any existing securities of the Company, including without limitation warrants, options, convertible debt instruments, or other securities convertible into or exchangeable for shares of Common Stock or other equity of The Buyer shall make such election by giving the Company written notice of its election within five (“Existing Securities”), held by any party other than 5) Trading Days of receiving the Buyer. The Company further covenants not to enter into any debt settlement agreement or similar agreement or arrangement with any party other than the Buyer to settle or exchange Existing Securities for share of Common Stock or other equity of the CompanyTransaction Notice.