Covenants of AVV. AVV hereby covenants to use its best efforts to: (a) have its designee members of Victory’s board of directors vote in favor of a $5 million private placement of Victory’s Common Stock at a price per share of $0.75, which will include 50% warrant coverage at an exercise price of $0.75 per share (the “Proposed Private Placement”); (b) invest a minimum of $500,000, or facilitate such minimum investment from one or more third parties that it introduces to Victory (in each case, including $255,000 contributed by a third party facilitated by AVV to date) in the Proposed Private Placement and work with Victory to help obtain additional capital investments; (c) secure a definitive purchase agreement between Victory and an Oklahoma oilfield services company (“Target”) on terms outlined in the nonbinding letter of intent, dated march 8, 2018 between AVV and Target with such modifications as may be reasonably requested by Victory, including the following: (i) the initial payment under the definitive agreement will not occur until at least 90 days following the closing, (ii) the governing law and jurisdiction for litigation will be changed to Texas, and (iii) each owner and key employee of Target will sign a 5 year non-competition agreement with Victory; (d) obtain a binding commitment from a new coatings customer located in Ecuador, with a minimum initial purchase order of $50,000, establishing a new under water use case for Victory’s licensed coating technology; and (e) continue to support all efforts to accelerate the proposed business opportunities with the previously identified, Houston based oil field services company that has been down-hole testing the Victory licensed RFID Enclosure product, Mid-Pipe Coating product and Hard-Banding coating product with their customers.
