Common use of Negative Covenants of the Company Clause in Contracts

Negative Covenants of the Company. The Company covenants and agrees that, from the Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the Lenders, the Company will not: (a) create, incur, assume or suffer to exist any indebtedness that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b); (b) merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (c) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Closing Date; (e) declare, set aside or pay any dividend or other distribution on any of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or (g) amend its Certificate of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such default.

Negative Covenants of the Company. The Company covenants Except as expressly contemplated by this Agreement and agrees thatexcept as set forth in Schedule 6.2, or otherwise consented to in writing by Acquiror (which approval shall not be unreasonably delayed or withheld), from the Closing Date date hereof until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the LendersClosing Date, the Company will shall not, and shall cause each Company Subsidiary not to, do any of the following: (a) create(i) increase the periodic compensation payable to or to become payable to any of its directors or executive officers, incurexcept for increases in salary, assume wages or suffer bonuses payable or to exist become payable in the ordinary course of business and consistent with past practice; (ii) grant any indebtedness that is severance or termination pay (other than pursuant to existing severance arrangements or policies as in effect on the date of this Agreement) to, or enter into or modify any way senior employment or superior to this Agreement severance agreement with, any of its directors, officers or the indebtedness represented hereby employees; or (iii) adopt or amend any employee benefit plan or arrangement, except as set forth in Section 3.1(b)may be required by applicable law; (b) merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (c) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Closing Date; (e) declare, set aside declare or pay any dividend on, or make any other distribution in respect of, outstanding shares of its capital stock, except as required under the Certificates of Designations with respect to the Series C Preferred Stock, as presently in effect; (i) redeem, repurchase or otherwise reacquire any shares of its capital stock or any securities or obligations convertible into or exchangeable for any share of its capital stock, or any options, warrants or conversion or other distribution on rights to acquire any shares of its capital stock or any such securities or obligations (except pursuant to agreements and documents as set forth in Schedule 3.3 or Schedule 3.12, and except in connection with the exercise of outstanding Options referred to in Schedule 3.3 in accordance with their terms); (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock; (fi) engage issue, pledge, deliver, award, grant or sell, or authorize or propose the issuance, pledge, delivery, award, grant or sale (including the grant of any Encumbrances) of, any shares of any class of its capital stock (including shares held in treasury), any transaction securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire, any such shares (except pursuant to agreements or other documents set forth on Schedule 3.12, except pursuant to the agreements and documents (other than the Company Stock Option Plans) set forth in Schedule 3.3 and except for the issuance of shares upon the exercise of outstanding Options, the issuance of options to employees with the written consent of Acquiror and the issuance of shares under the Company Stock Purchase Plan as presently in effect, but only to the extent such issuances are in the ordinary course of business and consistent with past practice); or (ii) amend or otherwise modify the terms of any Affiliate such rights, warrants or options; (as such term is defined e) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in Rule 501(b) or a portion of the Securities Act of 1933assets of, as amendedor by any other manner, (i) on terms less favorable to any business or any corporation, partnership, association or other business organization or division (other than a wholly-owned Subsidiary) thereof or any satellite or other spacecraft the Company than could be obtained from an unrelated party; or (g) amend its Certificate of Incorporation has not, on the date hereof, previously agreed in writing to acquire, or Bylaws in otherwise acquire or agree to acquire any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders assets of any default under other person or (ii) make or commit to make any provisions of this Agreement within three business days after the discovery investments or capital expenditures, other than investments or capital expenditures: (A) contemplated by the Company 1997 written business plan previously furnished to Acquiror or by the 1998 written business plan to be furnished to Acquiror (and the investments or capital expenditures of such default.plan shall be subject to Acquiror's approval, which shall not be unreasonably withheld or conditioned)

Negative Covenants of the Company. The Subject to the terms and conditions hereof, including the Company’s “fiduciary out” pursuant to Section 8(b)(ii), for the duration of the Restructuring Support Period, the Company covenants (except with the prior written consent of the Requisite Consenting Creditors or Xxxxxx Xxxxx and agrees Milbank) shall not, directly or indirectly: (i) affirmatively solicit or support any Alternative Transaction or execute any agreements, instruments, or other documents that, in whole or in part, are inconsistent with this Agreement, other than in an immaterial respect, provided that nothing herein shall restrict the Company from discussing or negotiating any Alternative Transaction in response to a proposal received by the Closing Date until Company; (ii) take any actions that are inconsistent, or fail to take any actions that are consistent, with this Agreement, the Maturity Date (andDefinitive Documents, in any event, during such time as any portion or the implementation of the Loan Restructuring; (iii) enter into, terminate, or otherwise modify any Interest thereon is outstanding)material operational contracts, leases, or other arrangements other than in the ordinary course of business without the consent of the Lenders, the Company will not: Requisite Consenting Priority Guaranteed Noteholders (a) create, incur, assume or suffer not to exist any indebtedness that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(bbe unreasonably withheld); (iv) other than in the ordinary course of business or as approved by an order of the Bankruptcy Court, (a) enter into or amend, adopt, restate, supplement, or otherwise modify any employee benefit, deferred compensation, incentive, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the benefit of any of its management-level employees or (b) merge increase the base salary, target bonus opportunity, or consolidate with other benefits payable by the Company or into its subsidiaries to any other corporation or sell or otherwise convey 25% or more of its assets; providedmanagement-level employees, howeverin each case without the prior written consent (not to be unreasonably withheld, that notwithstanding anything in this Agreement delayed or conditioned) of the Note to the contrary, the Company shall not be prohibited Requisite Consenting Creditors (with email from consummating that certain Agreement Xxxxxx Xxxxx and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”Milbank being sufficient); (cv) other than in the ordinary course of business, enter into any material proposed settlement of any Claim, litigation, dispute, controversy, cause of action, proceeding, appeal, determination, investigation, or matter without the prior written consent of the Requisite Consenting Creditors (with email from Xxxxxx Xxxxx and Milbank being sufficient); and (vi) Incur any liens, security interests or encumbrances, other than (a) as expressly contemplated by the Plan, or (b) in a single transaction or series the ordinary course of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Closing Date; (e) declare, set aside or pay any dividend or other distribution on any of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or (g) amend its Certificate of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such defaultbusiness.

Negative Covenants of the Company. The Company covenants and agrees that, from (i) Until the Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the LendersFinal Settlement Date, the Company will notcovenants with the Trustee that it shall not without the prior written approval of the Trustee: (aA) create, incur, assume or suffer to exist apply the proceeds of the issue of Debentures for any indebtedness purpose other than that is in any way senior or superior to this Agreement or for which the indebtedness represented hereby except as set forth in Section 3.1(b)issue of the Debentures was made; (bB) merge declare any dividend to its shareholders in any year until the Company has paid or consolidate with made satisfactory provision for the payment of the Redemption Amount and Interest as required under Applicable Law; (C) induct into its board of directors a person whose name appears in the wilful defaulter’s list of RBI or CIBIL (other than as a nominee director). In case such a person is already on the board of directors of the Company, it shall take expeditious and effective steps for resolution of the above; and (D) other than the Permitted Merger, enter into any other corporation merger, consolidation, reorganization, scheme of arrangement or sell compromise with its creditors or otherwise convey 25% shareholders or more effect any scheme of amalgamation or reconstruction if such actions have a Material Adverse Effect; provided however that, in case a Debenture Holder does not provide its assets; providedconsent for any such scheme, however, that notwithstanding anything in this Agreement or the Note to the contrary, then the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger have the option to redeem the Debentures held by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (c) in a single transaction or series of related transactions, effect a significant acquisition of such Debenture Holder prior to effecting any business or entity (for purposes hereof, a “significant” acquisition shall be determined such action in accordance with Instructions 2, 3 paragraph 2.4 (Voluntary Redemption) of Schedule 1 (Terms and 4 or Item 2 of Form 8-K of the Securities and Exchange CommissionConditions); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the . (ii) The Company shall not make any material modification to the structure of the Debentures without the prior approval of the BSE and such prior approval of the BSE would be prohibited from consummating obtained only after: (a) approval of the Merger; (d) engage in any business other than the business conducted by board of directors of the Company on and the Closing Date; Trustee; and (eb) declare, set aside or pay any dividend or other distribution on any complying with the provisions of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) Companies Act including approval of the Securities Act Majority Debenture Holder(s). The Trustee, on receipt of 1933, as amended) on terms less favorable a proposal of a material modification shall immediately communicate the same to the Company than could be obtained from an unrelated party; or (g) amend its Certificate of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such defaultDebenture Holder(s).

Negative Covenants of the Company. The Without limiting the generality of Section 6.1 and except as (i) set forth in Section 6.2 of the Disclosure Schedule, (ii) required by applicable Law (including any COVID-19 Measures), (iii) expressly contemplated in this Agreement, (iv) consented to in writing by Parent (which consent shall not be unreasonably conditioned, withheld or delayed) or (v) for actions taken during any period of full or partial suspension of operations in response to the COVID-19 Pandemic or any COVID-19 Measures that are reasonably necessary to (A) protect the health and safety of the employees of the Company or any Company Subsidiary or other business counterparties of the Company or any of its Subsidiaries or (B) respond to third-party disruptions caused by the COVID-19 Pandemic or any COVID-19 Measures, the Company hereby covenants and agrees that, from the Closing Date date of this Agreement until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the LendersEffective Time, the Company will shall not, and the Company shall cause the Company Subsidiaries not to, do any of the following: (a) create, incur, assume or suffer to exist any indebtedness that is (i) increase in any way senior material respect the compensation (including wages, salaries, bonuses or superior incentives) or benefits payable to or to become payable to any of its directors, managers, officers or employees (other than pursuant to employment agreements in effect on the date of this Agreement or increases in the indebtedness represented hereby ordinary course of business consistent with past practice that do not exceed more than 2% per annum in the case of cash compensation, and other than in connection with the conduct of its annual renewal and reenrollment of its health and welfare plans in the ordinary course of business consistent with past practices), (ii) grant any material additional severance, retention or termination pay to (other than pursuant to its normal severance policy as in effect on the date of this Agreement), or enter into any material employment or additional material severance agreement with, any director, manager, officer or employee (other than employment agreements entered into in the ordinary course of business with non-officer employees), or (iii) establish, adopt, enter into or amend in any material respect any Plan, except as set forth in Section 3.1(b)may be required by applicable Law; (bi) merge effect any reorganization or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assetsrecapitalization; provided, howeverthat any Liens associated with a refinancing of any existing Indebtedness for Borrowed Money will be released at the Closing or (ii) split, that notwithstanding anything combine or reclassify any of its capital stock (or other equity interests of any Company Subsidiary) or issue or authorize or propose the issuance of any other securities in this Agreement respect of, in lieu of or the Note to the contraryin substitution for, the Company shall not be prohibited from consummating that certain Agreement and Plan shares of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. its capital stock (the “Merger”or such other equity interests); (c) in a single transaction issue, deliver, pledge, dispose of, encumber, award, grant or series of related transactionssell, effect a significant acquisition or authorize or propose the issuance, delivery, pledge, disposition, encumbrance, award, grant or sale of, any shares of any business class of its capital stock (or entity other equity interests of any Company Subsidiary), any securities convertible into or exercisable or exchangeable for any such shares (for purposes hereofor other equity interests) or any rights, a “significant” acquisition shall be determined warrants or options to acquire any such shares (or other equity interests), other than the issuance of Common Shares in connection with any exercise of Stock Appreciation Rights or Warrants outstanding as of the date hereof in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Mergertheir respective terms; (d) engage in except for Liens granted pursuant to the Credit Agreement and any business amendments thereto, sell, lease, license, exchange, mortgage, pledge, transfer or otherwise dispose (whether by way of merger, consolidation, sale of stock or assets, or otherwise) of, or agree to sell, lease, license, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets (other than obsolete equipment or other assets being replaced, licenses of assets, or any renewal of the foregoing, in each case in the ordinary course of business conducted by the Company on the Closing Dateconsistent with past practice); (e) declare, set aside (i) adopt or pay change any dividend method of accounting for Tax purposes in effect as of the most recent fiscal year end prior to the Effective Time or other distribution on change in any material respect any of its capital stockother methods, practices, policies or procedures of accounting, except as may be required by Law or changes in GAAP, (ii) make or rescind any express or deemed material election relating to Taxes, (iii) amend any Tax Returns in any material respect, (iv) settle, compromise or surrender any right to any material claim, Litigation, Audit, controversy offset or other reduction in Tax liability relating to Taxes, (v) change any annual accounting period for Tax purposes, (vi) enter into any closing agreement with respect to a material amount of Taxes, (vii) consent to any extension or waiver of the limitations period applicable to any material claim or material assessment, (viii) allow any deferral of the withholding, deposit and payment of employee payroll Taxes pursuant to IRS Notice 2020-65, or (ix) with respect to any Law that takes effect on or after the date of this Agreement, otherwise allow the deferral of any withholding, deposit or payment of Taxes, in each case, unless required by Law or unless the resulting liability is taken into account in the definition of Current Liabilities or Current Income Taxes; (f) engage incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture, guarantee or similar instrument or enter into any swap or other off-balance-sheet transaction for its own account, or enter into any economic arrangement having the economic effect of any of the foregoing, other than ordinary course borrowings under the Credit Agreement and other borrowings permitted under the Credit Agreement as in effect on the date hereof; provided that any such borrowings (i) shall be prepayable or redeemable on terms no more onerous than the terms of the Credit Agreement (as in effect on the date hereof) and (ii) do not otherwise prohibit the consummation of the Closing. (g) cancel, forgive, settle or compromise any indebtedness or Litigation in any amount in excess of $500,000 in the aggregate, except settlement of Litigation reserved against on the Base Balance Sheet; provided, that neither the Company nor any Company Subsidiary shall settle any Litigation which settlement involves a conduct remedy or injunctive or similar relief or has a material restrictive impact on the Company's or any Company Subsidiary's business (other than confidentiality, non-disparagement and other customary ordinary course restrictions); (i) permit, allow or suffer any of its material properties or assets to be subjected to any Lien, restriction or charge, other than Permitted Liens, (ii) acquire any broadcast station other than the acquisition of the broadcast station set forth in Schedule V on the terms set forth in Schedule V or (iii) acquire any other properties or assets in an amount in excess of $5,000,000 individually or $15,000,000 in the aggregate; (i) enter into or adopt any collective bargaining agreement or voluntarily recognize any labor union as the collective bargaining representative of any employee of the Company or any Company Subsidiary; (j) acquire by merging or consolidating with, or by purchasing material assets or securities of, or by any other manner, any corporation, partnership, joint venture or other entity except for acquisitions permitted pursuant to Section 6.2(h)(iii); (k) make any loans, advances or capital contributions to or investments in any Person, in each case, in excess of $250,000, individually or in the aggregate; (l) during the Company's 2020 fiscal year, make or authorize any capital expenditures or commitment for capital expenditures in excess of 110% of the amounts set forth in the Company's 2020 annual capital expenditure budget set forth in Section 6.2 of the Disclosure Schedule (excluding any acquisitions permitted by Section 6.2(h)); (m) during the Company's 2021 fiscal year, make or authorize any capital expenditures or commitment for capital expenditures in excess of 140% of the amounts set forth in the Company's 2020 annual capital expenditure budget set forth in Section 6.2 of the Disclosure Schedule (excluding any acquisitions permitted by Section 6.2(h)); (n) permit the Company or any Company Subsidiary to dissolve, wind-up or liquidate; (o) (i) enter into any contract that, if in effect as of the date hereof, would constitute a Material Contract or Lease unless such contract (A) is entered into in the ordinary course of business, (B) does not involve payments by the Company or any Company Subsidiary greater than $1,000,000 annually, (C) is not of a type described in Section 4.10(a)(ii) or Section 4.10(a)(xviii) and (D) does not contemplate the consummation of any other transaction, or the taking of any other action, by the Company or any Company Subsidiary that is set forth in any other subsection of this Section 6.2; or (ii) amend in any respect that would have a material adverse effect on the Company or any Company Subsidiary, consent to the termination of (other than at its stated expiry date), or accelerate, any Material Contract or Lease; (p) enter into or amend any contract or instrument with respect to any Common Shares, Warrants, Stock Appreciation Rights, or other equity interests that would be adverse to the Parent Parties; (q) amend any of its Organizational Documents in any material respect; (r) terminate or modify in any material respect, or fail to exercise renewal rights with respect to, any material insurance policy; (s) enter into any agreement, commitment or transaction with respect to taking any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated partyforegoing actions; or (gt) amend its Certificate agree or resolve to do any of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such defaultforegoing.

Negative Covenants of the Company. The For so long as the Purchaser, together with its affiliates, continues to hold at least 75% of the Original Investment, the Company hereby covenants and agrees that, from the Closing Date until the Maturity Date (and, in not to take any event, during such time as any portion of the Loan or any Interest thereon is outstanding), following actions without the prior written consent of the Lenders, the Company will notPurchaser: (a) createthe consolidation with or merger with or into, incuror conveyance, assume transfer or suffer to exist lease of all or substantially all of the Company's or any indebtedness that is in of its Subsidiaries' assets to, any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b)person; (b) merge the offering, sale or consolidate issuance of any debt in excess of $2,500,000 (other than in connection with (i) accounts payable incurred in the ordinary course of business or into (ii) incurrences in the ordinary course of business for a term of less than one year in an aggregate not to exceed $5,000,000) in a single transaction or any other corporation series of related transactions, by the Company or sell or otherwise convey 25% or more any of its assets; provided, however, that notwithstanding anything in this Agreement or the Note Subsidiaries (with respect to the contrarywhich, the Company Purchaser shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”permitted to unreasonably withhold its consent); (c) in a single transaction the offering, sale or series of related transactions, effect a significant acquisition issuance of any business equity securities or entity Rights of the Company or any of its Subsidiaries, other than: (for purposes hereofi) the Rights and the shares of Common Stock as set forth in Exhibit K attached hereto (including the shares of Common Stock issued pursuant to exercise of the Rights set forth in Exhibit K attached hereto); (ii) up to 250,000 shares of Common Stock (or Rights therefore), a “significant” acquisition shall in the aggregate, that are issued in connection with any strategic purpose approved by the Company's Board; (iii) up to 800,000 shares of Common Stock, in the aggregate, to the extent that such shares are required to be determined in accordance with Instructions 2issued to Endeavor pursuant to the letter agreement dated as of December 15, 2000, as revised on January 3 and 4 11, 2001 (but not as revised, amended or Item 2 extended after the date hereof); (iv) shares of Form 8-K Common Stock that are issued by the Company pursuant to its 401(k) plan as in effect on the date hereof; (v) up to 2,112,193 authorized but unissued options, and shares of Common Stock that are issued upon the Securities and Exchange Commission); provided, howeverexercise of options, that notwithstanding anything in this Agreement are granted under the Company's stock option plans for employees, directors and consultants (the options and shares of Common Stock (or Rights therefore) that may be issued under subsections (ii), (iii), (iv) and (v), the Note "Permitted Transfer Basket"); (vi) the securities to be issued pursuant to the contrary, the Company shall not be prohibited from consummating the Merger;transactions contemplated by this Agreement. (d) engage any acquisition or transfer of assets (including investments in any business third parties) (other than in the business conducted by ordinary course of business) involving consideration in excess of 10% of the Company's market capitalization (calculated on the basis of the outstanding shares of the Company only) at the time of such acquisition or transfer as recorded on the Closing Datebalance sheet of the Company or any of its Subsidiaries (with respect to which, the Purchaser shall not be permitted to unreasonably withhold its consent); provided that any acquisition or transfer of assets involving a third party in excess of such 10% threshold shall not be considered in the ordinary course of business; (e) declareany transactions with officers or directors (other than pursuant to existing employment or stock option agreements otherwise approved by the Company's Board in the ordinary course of business consistent with the Company's past practice), set aside any entity, shareholder or pay any dividend affiliate which beneficially owns 5% or more of the Company's outstanding shares other distribution than on any of its capital stockan arm's-length basis for fair market value as determined by the Company's Board in good faith; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or[CONFIDENTIAL TREATMENT REQUESTED]; (g) amend at any time prior to the Expiration Date, any material change by the Company or any of its Certificate of Incorporation or Bylaws Subsidiaries in any manner existing or future employment relationship with the Company's current or future chairman of the Company's Board, principal executive officer, chief technology officer or principal financial officer; provided that adversely affects this covenant shall not prevent the rights associated Company's Board from terminating in good faith any of such persons for "cause" and provided further that the Purchaser shall not unreasonably withhold its consent with respect to the selection of a successor to any such person; (h) any voluntary change in the quotation on the Nasdaq National Market System; (i) any voluntary bankruptcy, liquidation or dissolution of the Company or any of its Subsidiaries; and (j) from the date hereof and until the earlier of the Second Closing and the termination of this Agreement, the taking of any action that would have caused any adjustment under Section 6 of the Warrants (as set forth in the form of Warrant Certificate attached as Exhibit B) if such Warrants had actually been issued to Purchaser as of the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such default.date

Negative Covenants of the Company. The Company covenants and agrees that, from the Loan Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the LendersLender, the Company will not: (a) create, incur, assume or suffer to exist exist, without the Lender’s prior written consent, which consent the Lender may withhold in its sole and absolute discretion, any secured indebtedness (other than that existing on the Loan Closing Date) or any other indebtedness (other than trade payables arising in the Company’s ordinary course of business) that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b)hereby; (b) except for the Merger, merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (c) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Loan Closing Date; (e) declare, set aside or pay any dividend or other distribution on any of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or; (g) amend its Certificate Articles of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued Common Stock issuable upon the exercise of the Warrant, or the Warrant; or (h) increase the principal amount of the Note Payable to $1,500,000; (i) voluntarily prepay in whole or in part, or modify, any indebtedness outstanding on the Loan Closing Date, prior to the Lenders pursuant to Section 7.1 hereof or repayment of the Registrable SecuritiesNote in full. The Company will give notice to the Lenders Lender of any default under any provisions of this Agreement within three business days after the discovery by the Company of such default.

Negative Covenants of the Company. The Company covenants and hereby agrees that, from the Closing Date until the Maturity Date (andso long as there is any obligation by any Bank to make Loans hereunder, in any event, during such time as any portion of the Loan remains outstanding and unpaid or any Interest thereon other amount is outstanding)owing to any Agent or any Bank hereunder, without it shall not, nor in the case of subsections 6.2 and 6.3 shall it permit any Restricted Subsidiary to (unless the Majority Banks shall otherwise consent of the Lendersin writing): 6.1 COMPANY MAY CONSOLIDATE, the Company will not: (a) createETC., incur, assume ONLY ON CERTAIN TERMS. Consolidate with or suffer to exist any indebtedness that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b); (b) merge or consolidate with or into any other corporation or sell convey or otherwise convey 25% or more of transfer its assets; providedproperties and assets substantially as an entirety to any Person, however, that notwithstanding anything in this Agreement or the Note to the contrary, unless: (a) either the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the continuing corporation, or the corporation (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall expressly assume, ITec Acquisitionsby an assumption agreement, Inc. executed and Rose Waste Systemsdelivered to the Administrative Agent, Inc. in form satisfactory to the Majority Banks, the due and punctual payment of the principal of and interest on the Loans to the Company and the performance of every covenant of this Agreement on the part of the Company to be performed or observed; (the “Merger”)b) immediately after giving effect to such transaction, no Default or Event of Default, shall have happened and be continuing; (c) in if as a single transaction result thereof any property or series assets of related transactionsthe Company or a Restricted Subsidiary would become subject to any Mortgage not permitted by (i) through (xii) of subsection 6.2(a) or subsection 6.2(b), effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition compliance shall be determined in accordance effected with Instructions 2, 3 and 4 or Item 2 the first clause of Form 8-K of the Securities and Exchange Commissionsubsection 6.2(a); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger;and (d) engage in any business other than the business conducted by the Company on and the Closing Date; (e) declare, set aside or pay any dividend or other distribution on any of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) successor Person have delivered to the Administrative Agent an officers' certificate signed by two Responsible Officers of the Securities Act of 1933Company stating that such consolidation, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or (g) amend its Certificate of Incorporation merger, conveyance or Bylaws in any manner that adversely affects the rights associated transfer and such assumption agreement comply with this Agreement, the Warrant issued subsection 6.1 and that all conditions precedent herein provided for relating to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such defaulttransaction have been complied with.

Negative Covenants of the Company. The Company covenants and agrees that, from that it will not take the Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), following actions without the prior affirmative vote or prior written consent of the Lendersholders of a majority of the then outstanding shares of Series C Preferred and Series B Preferred that are held by Persons other than Competitors, the Company will not:voting together as a single class (on an as converted basis): (a) createEnter into any transaction with any of its Affiliates, incurdirectors, assume officers or suffer to exist any indebtedness employees (or their respective family members) except employment and director arrangements entered into in the ordinary course of business that is do not require separate approval under paragraph (e) of this Section 4.3, advances and similar expenditures in any way senior the ordinary course of business or superior to this Agreement under the terms of an employee stock or option plan approved by the indebtedness represented hereby except as set forth in Section 3.1(b)Board of Directors; (b) merge or consolidate with or Enter into any other corporation transaction or sell or otherwise convey 25% or more series of its assets; provided, however, that notwithstanding anything related transactions in this Agreement or the Note to the contrary, which the Company shall not will be prohibited from consummating that certain Agreement and Plan obligated to pay in excess of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”)$1,000,000 in any 12 month period; (c) in incur, guarantee, act as a single transaction surety for or series of related transactionsotherwise become obligated for any indebtedness for borrowed money, effect a significant acquisition of singularly or which together with any business other indebtedness for borrowed money (or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 guarantee or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Mergersurety) exceeds $1,000,000; (d) engage Grant any security interest in, pledge or allow or suffer any lien to be placed on, any assets of the Company except for capital leases entered into or purchase money security interests or mechanics liens incurred in the ordinary course of business provided that any business other than the business conducted such mechanics liens that are not contested by the Company on the Closing Datein good faith are discharged within 60 days of their imposition; (e) declareEnter into employment agreements containing any separation or severance benefits, set aside or pay amend any dividend existing or other distribution on subsequently existing employment agreements in any of its capital stockmaterial respect; (f) engage in Adopt or amend any transaction with stock option, stock appreciation, restricted stock or other equity incentive plan, or increase the number of shares or other rights available under existing plans or arrangements for the grant of stock options, stock appreciation rights, restricted stock or other similar equity incentives; (g) Approve or consummate a Company Sale to any Affiliate Person or group of affiliated Persons; (as such term is defined in Rule 501(bh) Sell, transfer or otherwise dispose of any line of business, or sell, transfer, license or otherwise dispose of any of the material assets of the Company except in the ordinary course of business; (i) Amend, modify, terminate, waive or otherwise alter, in whole or in part, any agreement covering confidentiality, non-solicitation, non-competition or assignment of inventions between the Company and any officer, director, employee or consultant except in the ordinary course of business without causing a Company Material Adverse Effect; (j) Grant to any of its or any Subsidiary’s employees, consultants, officers, directors or affiliates options to purchase shares of Common Stock which will become exercisable at a rate in excess of 33% per annum from the date of the grant, the first such vesting to occur no earlier than 6 months from the date of issuance; (k) Issue, sell or grant any right to purchase any Offered Securities Act at less than the fair market value of 1933such Offered Securities on the date of the issue, sale or grant, as amendeddetermined in good faith by the Board; (l) on terms less favorable Enter into any contract, agreement or understanding relating to the employment, separation or termination of any officer or employee of the Company than could calling for the payment of any sums or other benefits to a Person in an amount in excess of $500,000 during any fiscal year of the Company; (m) Acquire whether by merger, consolidation or otherwise, the assets or securities of any other Person outside of the ordinary course of the Company’s business; (n) Enter into any joint venture, partnership or other strategic alliance which requires the investments, expenditures or contributions of cash, property or services by the Company or any Subsidiary with an aggregate value in excess of $1,000,000 during any fiscal year or $3,000,000 in the aggregate, in each case as determined in good faith by the Board of Directors; (o) Allow any Subsidiary to take any action that would be obtained from prohibited under this Section 4.3 if taken by the Company; (p) Effect an unrelated partyInitial Public Offering that is not a Qualified IPO; or (gq) amend its Certificate Amend, modify, terminate, waive or otherwise alter, in whole or in part, the Restructuring Agreement of Incorporation or Bylaws in any manner that adversely affects the rights associated even date with this Agreement among the Company, Elan and certain of Elan’s Affiliates (the “Restructuring Agreement”), the Option Agreement entered into pursuant to the Restructuring Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to “Elan License Agreement” (as defined in the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such defaultRestructuring Agreement).

Negative Covenants of the Company. The Company covenants and agrees that, from From the Closing Date date of this Agreement until the Maturity Date (and, in any event, during such time as any portion earlier of the Loan Effective Time or any Interest thereon is outstandingthe termination of this Agreement in accordance with Section 6.1, unless the prior written consent of SciVac shall have been obtained (which consent shall not be unreasonably withheld, conditioned or delayed), without the consent of the Lenders, the Company will not: (a) create, incur, assume or suffer to exist any indebtedness that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b)4.2 of the Company Disclosure Schedule, except as otherwise expressly contemplated herein, and except as required by applicable Law, the Company covenants and agrees that it will not do or agree or commit to do, or permit any of the Company Subsidiaries to do or agree or commit to do, any of the following: (a) amend the Organizational Documents of any Company Entity; (b) merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note than pursuant to the contrary, the Company shall not be prohibited from consummating that certain Credit Agreement and Plan of Merger by and Guaranty dated July 25, 2014 among the Company, ITec AcquisitionsVariation Biotechnologies (US), Inc. and Rose Waste SystemsPCOF 1, Inc. LLC as in effect on the date of this Agreement (the “MergerPerceptive Credit Agreement”), incur any debt obligation or other obligation for borrowed money (other than (i) indebtedness of one wholly owned Company Entity to another wholly owned Company Entity and (ii) trade payables incurred in the ordinary course of business) or impose, or suffer the imposition, on any material Asset of any Company Entity of any Lien or permit any such Lien to exist (other than in connection with Liens in effect as of the date hereof that are disclosed in the Company Disclosure Schedule); (c) repurchase, redeem, or otherwise acquire or exchange (other than exchanges in a single transaction the ordinary course under the Company Option Plans), directly or series indirectly, any shares, or any securities convertible into any shares, of related transactions, effect a significant acquisition the capital stock of any business Company Entity; (i) except for this Agreement, issue, sell, pledge, encumber, authorize the issuance of, enter into any Contract to issue, sell, pledge, encumber, or entity authorize the issuance of, or otherwise permit to become outstanding, any additional shares of Company Common Stock, Company Preferred Stock or Company Warrants or any other capital stock of any Company Entity, or any stock appreciation rights, or any option, warrant, or other Equity Right (for purposes other than (A) the issuance of Company Common Stock upon conversion of the Company Preferred Stock or exercise of Company Warrants, which, in each case, are outstanding on the date hereof, a “significant” acquisition shall be determined (B) the issuance of Company Common Stock upon the exercise or conversion, as applicable, of Company Options which are outstanding on the date hereof (in accordance with Instructions 2the applicable Company Option Plan), 3 or (C) Company Warrants issued pursuant to the Perceptive Credit Agreement after the date hereof and 4 shares of Company Common Stock upon exercise of such Company Warrants; each of which is permitted hereunder), (ii) except as required pursuant to any employment agreement or Item 2 of Form 8-K Company Options agreement to which the Company is a party as of the Securities and Exchange Commission); provided, however, that notwithstanding anything date hereof (each of which is listed identified in this Agreement or the Note to the contrary, Section 4.2(d) of the Company shall not be prohibited from consummating Disclosure Schedule), accelerate the Merger; exercisability of any share of restricted stock, option, warrant or other right to purchase shares of Company Common Stock or any other capital stock of any Company Entity or (d) engage in any business other than the business conducted by the Company on the Closing Date; (eiii) declare, set aside or pay any dividend or distribution payable in cash, stock or property in respect of the capital stock of any Company Entity (other than any dividend or distribution on payable by any Company Subsidiary to another Company Subsidiary or to the Company); (e) adjust, split, combine or reclassify any capital stock of its any Company Entity or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Company Common Stock or Company Preferred Stock, or sell, lease, mortgage or otherwise dispose of or otherwise encumber (i) any shares of capital stockstock of any Company Subsidiary (unless any such shares of stock are sold or otherwise transferred to another wholly owned Company Entity) or (ii) any Asset having a book value in excess of $150,000 other than in the ordinary course of business consistent with past practice or pursuant to the Perceptive Credit Agreement; (f) engage (i) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of three (3) years or less, purchase any securities or make any material investment, whether by purchase of stock or securities, contributions to capital, Asset transfers, loans or advances, or purchase of any Assets, in any transaction with Person other than a wholly owned Company Subsidiary, or otherwise acquire direct or indirect control over any Affiliate Person or (ii) merge, consolidate or adopt a plan of liquidation; (g) (i) enter into any new line of business or into any new commercial territory outside of the United States or make or agree to make any new capital expenditures that, in the aggregate, are in excess of $150,000 or (ii) dispose of, grant, obtain or permit to lapse any material rights in any Intellectual Property or dispose of or disclose to any Person, except pursuant to confidentiality obligations or requirements of Law, other than to Representatives of SciVac, any material Trade Secret; (i) except as required by the terms of any Plan or Contract (as such term is defined in Rule 501(beffect on the date hereof) or pursuant to requirements of Law, (A) increase the benefits available to any current or former executive officer or director; (B) increase the base salary, wages or bonus opportunity of any current or former executive officer or director of the Company, except for an increase in bonus of not more than ten percent (10%) of the Securities Act target bonus set forth in any employment agreement or established by the Company Board or any committee thereof for any current employee, executive officer or director in the ordinary course of 1933business consistent with past practice; or (C) grant any severance, bonus, termination pay, equity or equity-based awards to any current or former executive officer or director of the Company other than as amendedrequired by any employment agreement or pursuant to any Plan established prior to the date of this Agreement; (ii) on terms less favorable establish, adopt, amend or terminate any plan, agreement, program, policy, trust, fund or other arrangement that would be a Plan if it were in existence as of the date of this Agreement, or any Plan, except as required to comply with requirements of Law; (iii) terminate without “cause” any executive officer; (iv) except for the hiring or engagement of non-officer employees or individual independent contractors who have aggregate annual compensation that is not in excess of $200,000 each, hire or engage any employee or individual independent contractor of the Company; or (v) forgive or discharge in whole or in part any outstanding loans or advances to any present or former director, officer, employee, individual consultant or independent contractor of the Company; (i) (i) make or change any material Tax election, (ii) file any materially amended Tax Return, (iii) settle any material Tax claim or assessment relating to the Company Entities, or (iv) surrender any right to claim a refund of material Taxes; (j) make any material change in any accounting methods or policies or systems of internal accounting controls, except as may be required by changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; (k) except to the extent expressly permitted by Section 4.11, take any action that is intended or would reasonably be expected to result in any of the conditions to the Merger set forth in Article 5 not being satisfied; (l) except in the ordinary course of business, enter into, modify, amend or terminate any Company Material Contract or waive, release, compromise or assign any material rights or claims with respect to any Company Material Contract; (m) commence, settle or compromise any pending or threatened Litigation except with respect to compromises, settlements or agreements in the ordinary course of business that involve only the payment of monetary damages by the Company not in excess of $50,000 individually or $100,000 in the aggregate, provided that the foregoing shall not prohibit or otherwise limit the Company from settling any pending or threatened Litigation solely with insurance proceeds, including, without limitation, the litigation captioned Xxxxxxx et al. v. VBI Vaccines, Inc.; (n) pay, discharge or satisfy any material Liabilities, other than could the payment, discharge or satisfaction of Liabilities in the ordinary course of business consistent with past practice; (o) terminate or allow to lapse, or modify in any material respect, any material insurance policy; (p) take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be obtained expected to prevent or impede, the Merger from an unrelated partyqualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or (gq) amend its Certificate agree or commit to do any of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such defaultforegoing.

Negative Covenants of the Company. The Company covenants and agrees that, from the Loan Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the LendersLender, the Company will not: (a) create, incur, assume or suffer to exist exist, without the Lender’s prior written consent, which consent the Lender may withhold in its sole and absolute discretion, any secured indebtedness (other than that existing on the Loan Closing Date) or any other indebtedness that (i) is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth hereby; or (ii) (other than indebtedness arising in Section 3.1(b)the Company’s ordinary course of business) exceeds $400,000 or requires or allows payments of principal or interest prior to the repayment of the Note in full; (b) except for the Merger, merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (c) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Loan Closing Date; (e) declare, set aside or pay any dividend or other distribution on any of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or; (g) amend its Certificate of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued Common Stock or the Warrant; or (h) increase the principal amount of the Elevation Fund Loan; or (i) voluntarily prepay in whole or in part, or modify, any indebtedness outstanding on the Loan Closing Date, including, without limitation, any indebtedness under the Convertible Promissory Notes referenced in Section 4.5 hereof, prior to the Lenders pursuant to Section 7.1 hereof or repayment of the Registrable SecuritiesNote in full. The Company will give notice to the Lenders Lender of any default under any provisions of this Agreement within three business days after the discovery by the Company of such default.

Negative Covenants of the Company. The Company covenants and agrees that, from the Loan Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the prior written consent of the LendersLender, which consent may be withheld in Lender’s sole discretion, the Company will not: (a) create, incur, assume or suffer to exist exist, without the Lender’s prior written consent, which consent the Lender may withhold in its sole and absolute discretion, any indebtedness secured Indebtedness (other than the Indebtedness related to the WAA Collateral) or any other Indebtedness (other than trade payables arising in the Company’s ordinary course of business) that is in any way senior or superior to this Agreement or the indebtedness represented hereby hereby, except as set forth in permitted by Section 3.1(b2.8(b); (b) issue any Equity Securities, except as permitted by Section 2.8(b) or pursuant to Stock Equivalents outstanding on the Loan Closing Date; (c) merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (cd) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (de) engage in any business other than the business conducted by the Company on the Loan Closing Date; (ef) declare, set aside or pay any dividend or other distribution on any of its capital stock; (fg) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or; (gh) amend its Certificate Articles of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued Common Stock issuable upon the exercise of the Warrant, or the Warrant; or (i) increase the principal amount of the Note above $1,000,000; (j) voluntarily prepay in whole or in part, or modify, any indebtedness outstanding on the Loan Closing Date, prior to the Lenders pursuant repayment of the Note in full, except that the Company may pay WAA, LLC $50,000 of the Company’s Indebtedness to Section 7.1 hereof or the Registrable SecuritiesWAA, LLC. The Company will give notice to the Lenders Lender of any default breach under any provisions of this Agreement within three (3) business days after the discovery by the Company of such defaultbreach.

Negative Covenants of the Company. The Company covenants and agrees that, from the Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the LendersLender, the Company will not: (a) create, incur, assume or suffer to exist any indebtedness that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b); (b) merge or consolidate with or into any other corporation or sell or otherwise convey 2550% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (cb) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement Agreement, the Note, or the Note Security Agreement to the contrary, the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Closing Date; (ec) declare, set aside or pay any dividend or other distribution on any of its capital stock; (fd) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or (ge) amend its Certificate of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders Lender pursuant to Section 7.1 6.1 hereof or the Registrable SecuritiesCommon Stock. The Company will give notice to the Lenders Lender of any default under any provisions of this Agreement within three business days after the discovery by the Company of such default.

Negative Covenants of the Company. The Company covenants and agrees thatshall not, from the Closing Date until the Maturity Date (and, in any event, during such time so long as any portion of the Loan or any Interest thereon is outstanding), without the consent of the Lenders, the Company will notNotes are Outstanding: (a1) createengage in any business or enter into, incuror be party to, assume any transaction or agreement, except (A) the issuance, sale, redemption, repurchase, or defeasance of the Notes (including any additional Notes) and any other Indebtedness for the financing of VPar and its subsidiaries not otherwise prohibited by this Indenture and activities incidentally related thereto, (B) enter into affiliate debt transactions, including import and export financing transactions, with regards to proceeds from the Notes (including any additional Notes) and any other Indebtedness not otherwise prohibited by this Indenture, (C) enter into hedging agreements not for speculative purposes, (D) as required by law, (E) in order to maintain its existence as a corporation, and (F) in connection with any transaction not otherwise prohibited under this covenant; (2) acquire or own any Subsidiary or other assets or properties, except (A) an interest in hedging agreements relating to its Indebtedness and instruments evidencing interests in the foregoing, (B) cash, Cash Equivalents or Marketable Notes, (C) any assets related to affiliate debt transactions, including import and export financing transactions and any other Indebtedness not otherwise prohibited by this Indenture, (D) the Notes and other Indebtedness not otherwise prohibited by this Indenture, and (E) other nonmaterial assets and properties; (3) Incur or suffer to exist any indebtedness Lien upon any properties or assets whatsoever, except (A) Liens imposed by law and (B) any Liens that is in the aggregate are not material to the Company; (4) enter into any way senior consolidation, merger, amalgamation, joint venture, or superior other form of combination with any Person, except (A) to this Agreement or the indebtedness represented hereby except as extent that it complies with the conditions set forth in Section 3.1(b)8.1 and (B) with an Affiliate of the Company solely for the purpose of reincorporating the Company in another jurisdiction; (b5) merge declare or consolidate with pay any dividends or into make any other corporation or sell or otherwise convey 25% or more distribution of its assets; providedand (6) take or omit to take any action, howeveror consent to actions or omissions, that notwithstanding anything in this Agreement or the Note could lead to the contraryentry of a decree, order or other action by a court placing the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Companyin bankruptcy, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (c) in a single transaction liquidation or series of related transactions, effect a significant acquisition of any business similar proceedings or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, otherwise declaring the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Closing Date; (e) declare, set aside or pay any dividend or other distribution on any of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or (g) amend its Certificate of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such defaultinsolvent.

Negative Covenants of the Company. The Company covenants and agrees that, from the Loan Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the prior written consent of the LendersLender, which consent may be withheld in Lender’s sole discretion, the Company will not: (a) create, incur, assume or suffer to exist exist, without the Lender’s prior written consent, which consent the Lender may withhold in its sole and absolute discretion, any indebtedness secured Indebtedness (other than the Indebtedness related to the WAA Collateral) or any other Indebtedness (other than trade payables arising in the Company’s ordinary course of business) that is in any way senior or superior to this Agreement or the indebtedness represented hereby hereby, except as set forth in permitted by Section 3.1(b2.8(b); (b) issue any Equity Securities, except as permitted by Section 2.8(b) or pursuant to Stock Equivalents outstanding on the Loan Closing Date; (c) merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (cd) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (de) engage in any business other than the business conducted by the Company on the Loan Closing Date; (ef) declare, set aside or pay any dividend or other distribution on any of its capital stock; (fg) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or; (gh) amend its Certificate Articles of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued Common Stock issuable upon the exercise of the Warrant, or the Warrant; or (i) increase the principal amount of the Note above $702,703; (j) voluntarily prepay in whole or in part, or modify, any indebtedness outstanding on the Loan Closing Date, prior to the Lenders pursuant repayment of the Note in full, except that the Company may pay WAA, LLC $50,000 of the Company’s Indebtedness to Section 7.1 hereof or the Registrable SecuritiesWAA, LLC. The Company will give notice to the Lenders Lender of any default breach under any provisions of this Agreement within three (3) business days after the discovery by the Company of such defaultbreach.

Negative Covenants of the Company. The Company covenants Notwithstanding anything else in this Agreement to the contrary, between the Effective Date and agrees that, from the Closing Date until (the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding“Pre-Closing Period”), without the consent of the Lenders, the Company will notshall not (and Sellers shall not permit or cause the Company to) do any of the following acts without the prior written consent of Purchaser in its sole discretion: (a) createenter into any debt financing or other loan transaction, incurwhether as a debtor, assume creditor, guarantor or suffer to exist any indebtedness that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b)otherwise; (b) merge take any action that would result in the imposition of a Lien on any of the Company’s assets; (c) propose, authorize, enter into, ratify, amend or consolidate modify, any agreement, understanding, instrument, contract or proposed transaction, or any group or related agreements, understandings, instruments, contracts or proposed transactions, (i) with respect to any service provider or (ii) that involve (individually or in the aggregate, contingent or otherwise) obligations of, or payments to, the Company (x) in excess of $10,000 annually or over the lifetime of such agreement, understanding, instrument, contract or proposed transaction, except in the ordinary course of business (an “Ordinary Course Payment”); provided, that in the event the Company makes any Ordinary Course Payment, the Company shall provide notice to Purchaser of such Ordinary Course Payment or (y) are outside the ordinary course of business; (d) enter into any cannabis service provider contracts; (e) issue any membership interests in the Company (or any options, warrants or other securities, including securities exercisable, exchangeable or convertible into membership interests); (f) alter or change the rights, preferences or privileges of Company’s membership interests; (g) increase or decrease the number of authorized securities of the Company; (h) redeem or repurchase any membership interests; (i) amend the Company’s Articles of Organization or operating agreement; (j) take any action that would restrict, inhibit or adversely affect the ability of the Company to: (i) conduct its business as presently conducted or presently proposed to be conducted, or (ii) perform all of its duties and obligations under this Agreement, or (iii) truthfully make any of the representations and warranties set forth in Section 2 as of the Closing; (k) approve or cause the Company to engage in any consolidation, exchange or merger of the Company with or into any other corporation Person, or sell any other corporate reorganization; (l) sell, lease or otherwise convey 25% dispose of any of the assets of the Company, other than inventory in the ordinary course of business; (m) make or more agree to make any capital expenditures or incur any Liabilities that (i) exceed $10,000 in the aggregate, except in the ordinary course of its assetsbusiness (an “Ordinary Course Expenditure or Liability”); provided, however, that notwithstanding anything in this Agreement the event the Company makes or the Note to the contraryincurs any Ordinary Course Expenditure or Liability, the Company shall not be prohibited from consummating that certain Agreement and Plan provide notice to Purchaser of Merger such Ordinary Course Expenditure or Liability, or (ii) are outside the ordinary course of business; (n) approve, file, consent to or acquiesce in the filing of any bankruptcy or bankruptcy action by and among the Company, ITec Acquisitionsor any assignment for the benefit of the Company’s creditors; (o) authorize or enter into any agreement, Inc. transaction or other arrangement between the Company, on one hand, and Rose Waste Systemsany member, Inc. manager, officer, or Affiliate of the Company, or any family member or Affiliate of any of the foregoing Persons, on the other hand; (p) declare or make any distributions to the “Merger”members of the Company, except in accordance with Section 2.17(n); (cq) in a single transaction enter into, approve or series of related transactions, effect a significant acquisition of amend any business employment or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Mergerconsulting agreements; (dr) engage in make any business other than the business conducted material change to its accounting methods, principals, or practices, except as required by the Company on the Closing DateGAAP; (es) declarechange the Company’s ordinary course of cash management practices with respect to the collection of Receivables and payment of payables and other current Liabilities; (t) adopt any Employee Benefit Plan; (u) except for normal and customary wages and salaries in the ordinary course of business, pay or approve any compensation or reimbursements payable to any members, managers, Affiliates or officers of the Company; (v) authorize or grant any profits interests or other equity compensation to any Person; (w) change the number of managers of the Company; (x) approve a name change or conversion of the Company’s corporate status; (y) make or change any material Tax election, adopt or change any Tax accounting method, enter into any closing agreement in respect of Taxes, settle any Tax claim or assessment, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or amend any Tax Return unless a copy of such amendment has been made available for review a reasonable time prior to filing and Purchaser has approved such amendment; (z) take any action that would restrict, inhibit or adversely affect the Company’s ability to maintain in good standing the Surety Bonds, irrevocable letter of credit payable, or cash set aside on behalf of Company in connection with the Licenses as required by and pursuant to Law; (aa) approve or pay any dividend permit Sellers to sell or other distribution on otherwise transfer, directly or indirectly, any of its capital stockmembership interests in the Company, or recognize any such sale or transfer as valid, or recognize any transferee in such sale or transfer as a member of the Company; (fbb) engage in require or accept, directly or indirectly, any transaction with capital contributions from the members or any Affiliate other Person; (as such term is defined in Rule 501(bcc) dissolve; (dd) form any subsidiary or joint venture of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated partyCompany; or (gee) amend request the approval of the Department or Xxxxx County for any amendments or modifications to its Certificate current license and previously approved license application, key personnel, or any other amendment or modification to its grant of Incorporation cultivation authority, including contracts or Bylaws in any manner that adversely affects licenses for products, services or assistance with the rights associated with this Agreementcultivation, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders processing and/or dispensing of any default under any provisions of this Agreement within three business days after the discovery by the Company of such defaultmarijuana.

Negative Covenants of the Company. The Company covenants and agrees that, from the Closing Date until the Maturity Date (and, in any event, during such time So long as any portion of the Loan shall remain unpaid or any Interest thereon is outstanding), without the consent of the LendersBank shall have any Revolving Credit Commitment hereunder, the Company will not, without the prior written consent of the Required Banks: (a) createMERGERS, incurCONSOLIDATIONS, SALES. Consolidate with or merge into any other corporation or convey or transfer its properties substantially as an entirety to any Person, unless: (i) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety, shall be a corporation organized and existing under the laws of the United States or any state or the District of Columbia, and shall expressly assume or suffer to exist any indebtedness that is in any way senior or superior to the due and punctual payment of the principal of and interest on all the Notes and the performance of every covenant of this Agreement on the part of the Company to be performed or the indebtedness represented hereby except as set forth in Section 3.1(b);observed; and (bii) merge immediately after giving effect to such transaction, no Event of Default or consolidate Unmatured Event of Default shall have occurred and be continuing. Upon any consolidation or merger by the Company with or into any other corporation corporation, or sell any conveyance or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (c) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Closing Date; (e) declare, set aside or pay any dividend or other distribution on any of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or (g) amend its Certificate of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery transfer by the Company of its properties and assets substantially as an entirety to any Person which is permitted by this Section 6.02(a), the successor corporation formed by such defaultconsolidation or into which the Company is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation had been named as the Company herein; and, in the event of such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the "COMPANY" in the introduction to this Agreement or any successor corporation which shall theretofore become such in the manner described in this Section 6.02(a)) shall be discharged from all obligations and 1] covenants under this Agreement and the Notes and may be dissolved and liquidated.

Negative Covenants of the Company. The Company covenants During the period beginning on the Execution Date and agrees that, from ending on the Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the LendersTermination Date, the Company will shall not, and shall not permit any of its Subsidiaries to: (a) create, incur, assume engage or suffer to exist any indebtedness that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b); (b) merge or consolidate with or enter into any other corporation Affiliate Transactions unless such transaction is (1) effected on terms that are not materially less favorable to the Company or sell such Subsidiary, as the case may be, than those that could reasonably have been obtained at such time from an unaffiliated third-party and (2) approved by the Company's or otherwise convey 25% or more of its assetssuch Subsidiary's independent directors, as applicable; provided, however, that notwithstanding anything this covenant will not restrict: (i) the payment of reasonable and customary compensation and fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or any of its Subsidiaries; (ii) any payments not expressly prohibited by SECTION 4.6(c) of this Agreement; (iii) customary compensation or employee benefit arrangements or incentive or indemnification arrangements with any officer, director or employee of the Company or any Subsidiary of the Company entered into or arranged in this Agreement the ordinary course of the Company's business consistent with past practice; and (iv) loans and advances to officers, directors and employees of the Company or any Subsidiary of the Note Company for reasonable travel, entertainment and relocation expenses, in each case made in the ordinary course of the Company's business consistent with past practice; (i) incur any Debt other than Permitted Debt; provided that the Company and its Subsidiaries (I) may not incur any Permitted Debt set forth in clauses (v), (vi) (the incurrence of Debt under such clause (vi) to be deemed to occur only on the date that the Software Facility is entered into as though the entire amount available to be borrowed thereunder were borrowed on such date and not at the time of any subsequent draw-down), (vii) (the incurrence of Debt under such clause (vii) to be deemed to occur only to the contrary, extent such Debt is owed to or by a Subsidiary of the Company shall that is not be prohibited from consummating that certain Agreement and Plan of Merger wholly-owned by and among the Company, ITec Acquisitionsin which case the amount of such Debt to which this provision will give effect shall be equal to the product of (1) 1.00 minus the percentage equity interest that the Company directly or indirectly owns in such Subsidiary times (2) the aggregate amount of such Debt), Inc. (xi), (xii) or (xiii) of the definition thereof unless, and Rose Waste Systems(II) may incur Debt in addition to Permitted Debt ("ADDITIONAL PERMITTED DEBT") as long as, Inc. after giving effect to the incurrence of any (I) such Permitted Debt or (II) Additional Permitted Debt, as applicable: (A) (1) the “Merger”)Leverage Ratio is less than or equal to 6.0 to 1, and (2) the aggregate amount of Debt of the Company and its Subsidiaries does not exceed fifty percent (50%) of the Total Capitalization of the Company and its Subsidiaries on a consolidated basis, in each case as reflected in the Company's consolidated financial statements for the immediately preceding Four Quarter Period; (B) the Consolidated Cash Flow of the Company and its Subsidiaries, as reflected in the Company's consolidated financial statements for the immediately preceding Four Quarter Period, exceeds two (2) times the sum of Consolidated Interest Expense and Capital Expenditures during the immediately preceding Four Quarter Period; and (C) in the case of Additional Permitted Debt, such Additional Permitted Debt is not senior to the Notes, and if such Additional Permitted Debt is pari passu with the Notes, such Additional Permitted Debt does not have a scheduled maturity, and is not otherwise subject to prepayment or redemption, prior to the 91st day following the three-year anniversary of the Closing Date; or (ii) grant, establish or maintain any Lien on any of its Property other than Permitted Liens; provided, however, that, notwithstanding the foregoing limitation, a Subsidiary of the Company (but not the Company) may grant, establish or maintain Liens in addition to Permitted Liens to the extent that such additional Liens are granted, established or maintained in connection with Additional Permitted Debt incurred by such Subsidiary; (c) in a single transaction make any Restricted Payments; or (d) amend any voting powers, designations, preferences, rights or series of related transactionsqualifications, effect a significant acquisition of any business limitations or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K restrictions of the Securities and Exchange Commission)capital stock of the Company, Games or Software; provided, however, that notwithstanding anything the Company, Games or Software, as the case may be, may amend its articles of association, memorandum of association, bylaws or other governing documents (i) with respect to Games or Software, to implement a dual class capital stock structure in this Agreement connection with a Qualified IPO or (ii) to effect a stock split or reverse stock split. On or before the Note to Business Day following the contrarydate on which the Company announces its financial results for the preceding fiscal quarter, the Company shall not be prohibited from consummating deliver to each Investor a certificate signed by a duly authorized officer of the Merger; (d) engage in any business other than the business conducted by Company, certifying that the Company on has complied in all material respects with the Closing Date; (ecovenants set forth in Section 4.6(b) declareas of the last day of such fiscal quarter and, set aside or pay any dividend or other distribution on any if the Company did not so comply, describing in reasonable detail the circumstances of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable failure to the Company than could be obtained from an unrelated party; or (g) amend its Certificate of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such defaultcomply.

Negative Covenants of the Company. The Company covenants and agrees that, During the period from the Closing Date until date of this Agreement to the Maturity Date Effective Time, except (andi) as set forth on Schedule 4.2, (ii) as expressly contemplated or permitted by this Agreement or (iii) to the extent that Parent shall otherwise consent in any eventwriting, during such time as any portion of the Loan or any Interest thereon is outstanding)consent not to be unreasonably withheld (it being understood, without excluding any other reason, that it shall not be unreasonable for Parent to withhold such consent if Parent in its reasonable judgment shall have determined that any proposed action would increase the consent of aggregate amounts payable by Parent under Article II or adversely affect the LendersFinancing), the Company will shall not, and shall not permit any of its Subsidiaries to: (a) create, incur, assume or suffer to exist any indebtedness that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b); (b) merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (c) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Closing Date; (ei) declare, set aside or pay dividends on, or make other distributions in respect of, any dividend capital stock (other than cash dividends and distributions by wholly-owned Subsidiaries of the Company), or set aside funds therefor, (ii) adjust, split, combine or reclassify any capital stock, or issue, authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, any capital stock or (iii) repurchase, redeem or otherwise acquire any capital stock or securities directly or indirectly convertible into, or exercisable or exchangeable for, capital stock, or set aside funds therefor, except for cashless exercises to the extent permitted under a Company Stock Option; (i) except for shares of Company Common Stock (and associated Rights) issuable pursuant to Company Stock Options or Company Warrants outstanding on the date of this Agreement in accordance with the current terms thereof, issue, deliver, pledge, sell or otherwise encumber any shares of capital stock, any other voting securities or any securities directly or indirectly convertible into, or exercisable or exchangeable for, capital stock or other distribution voting securities or (ii) amend the terms of any outstanding debt or equity security of the Company (including any Company Stock Option or Company Warrant) or any Stock Plan; (c) amend or propose to amend its certificate or articles of incorporation or bylaws (or other organizational documents); (i) merge or consolidate with, or acquire any interest in, any corporation, partnership, limited liability company, association or other business organization or division thereof except for the creation of a wholly-owned Subsidiary of the Company in the ordinary course of business, (ii) acquire or agree to acquire any material assets, except for acquisitions of inventory, equipment and raw materials in the ordinary course of business and consistent with past practice or (iii) make any loan or advance to, or otherwise make any investment in, any Persons other than loans or advances to, or investments in, Subsidiaries of the Company or Company Managed Practices existing on the date of this Agreement consistent with past practices; (e) sell, lease, encumber or otherwise dispose of, or subject to any Lien, any assets having a fair market or book value in excess of its capital stock$2,000,000 in the aggregate, other than sales of inventory in the ordinary course of business consistent with past practice; (f) engage authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution; (g) except for increases in the compensation of employees (other than employees that are directors or executive officers) made in the ordinary course of business and consistent with past practice, and except as may be required by applicable Law or pursuant to any Plan existing on the date of this Agreement, (i) grant to any director, officer, employee or consultant any increase in compensation, severance or termination pay, (ii) enter into any new, or amend (including by accelerating rights or benefits under) any existing, employment, consulting, indemnification, severance or termination agreement with any director, officer, employee or consultant or (iii) establish, adopt or become obligated under any new Plan or collective bargaining agreement or amend (including by accelerating rights or benefits under) any such Plan or arrangement in existence on the date hereof; (i) assume, incur or guarantee any Indebtedness except for drawdowns under the Company's existing senior credit facility (subject to the total commitment of the lenders thereunder as in effect on the date hereof) made in the ordinary course of business consistent with past practice, (ii) issue or sell any debt securities or warrants or rights to acquire any debt securities, (iii) guarantee any other obligations of any other Person or (iv) enter into any "keep well" or other agreement to maintain the financial condition of any other Person or any other agreement having the same economic effect; (i) other than as required by SEC guidelines or GAAP, make any changes with respect to accounting policies, procedures and practices or to change its fiscal year; (j) settle or compromise any claims or litigation involving potential payments by or to the Company or any of its Subsidiaries of more than $2,000,000 in the aggregate, or that admit liability or consent to non-monetary relief, or that otherwise are or would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (k) pay, discharge or satisfy any other material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the ordinary course of business and consistent with past practice; (l) make or rescind any material tax election, or take any material tax position or settle or compromise any material audit, examination, litigation, proceeding (whether judicial or administrative) or matter in controversy relating to taxes, or make any change to its method of reporting income, deductions or other tax items for tax purposes; (m) enter into any license with respect to Company Intellectual Property unless such license is non-exclusive and entered into in the ordinary course consistent with past practice; (n) enter into any new line of business; (o) make any capital expenditures, except for any capital expenditure or series of related capital expenditures reflected in the Approved Capital Report, a copy of which is attached as Schedule 4.2(o), or any capital expenditure or series of capital expenditures which are not reflected in such Approved Capital Report but which are collectively less than $1,000,000; (p) enter into any contracts, agreements or arrangements of the type described in Section 3.1(v)(ix); (q) alter (through merger, liquidation, reorganization, restructuring or any other fashion) the corporate structure or ownership of the Company or any of its Subsidiaries; (r) (i) redeem the Rights, or amend or modify or terminate the Rights Agreement other than to delay the Distribution Date (as defined in the Rights Agreement) with respect to, or to render the Rights inapplicable to, the execution, delivery and performance of this Agreement and the transactions contemplated hereby, (ii) permit the Rights to become non-redeemable at the redemption price currently in effect, except by reason of clause (iii) below, or (iii) take any action which would allow any Person other than Parent or Acquisition or any of their affiliates to become the Beneficial Owner (as defined in the Rights Agreement) of 15% or more of the Company Common Stock without causing a Distribution Date (as defined in the Rights Agreement) or a Stock Acquisition Date (as defined in the Rights Agreement) to occur or otherwise take any action which would render the Rights Agreement inapplicable to any transaction with any Affiliate contemplated by such Person; (s) unless such terms as such term is defined in Rule 501(b) of the Securities Act of 1933waived, as amended) on terms less modified or consented to are no more favorable to the other party than those set forth in the Confidentiality Agreement (as defined below), waive any benefits of, or agree to modify in any respect, or fail to enforce, or consent to any matter with respect to which consent is required under, any standstill or similar agreement to which the Company than could be obtained from an unrelated or any of its Subsidiaries is a party or waive any material benefits of, or agree to modify in any material respect, or fail to enforce in any material respect, or consent to any matter with respect to which consent is required under, any material confidentiality or similar agreement to which the Company or any of its Subsidiaries is a party; (t) knowingly or intentionally take any action that is reasonably likely to result in any of the representations or warranties of the Company hereunder being untrue in any material respect; or (gu) amend its Certificate of Incorporation agree to or Bylaws make any commitment to, whether orally or in writing, take any manner that adversely affects the rights associated with actions prohibited by this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such default.

Negative Covenants of the Company. The Company covenants and agrees that, from the Closing Date until the Maturity Date (and, in any event, during such time So long as any portion of the Loan or LC Disbursement shall remain unpaid, any Interest thereon is Bank shall have any Revolving Credit Commitment hereunder or any Letter of Credit shall remain outstanding), without the consent of the Lenders, the Company will not, without the prior written consent of the Required Banks: (a) createMERGERS, incurCONSOLIDATIONS, SALES. Consolidate with or merge into any other corporation or convey or transfer its properties substantially as an entirety to any Person, unless: (i) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety, shall be a corporation organized and existing under the laws of the United States or any state or the District of Columbia, and shall expressly assume or suffer to exist any indebtedness that is in any way senior or superior to the due and punctual payment of the principal of and interest on all the Notes and the performance of every covenant of this Agreement on the part of the Company to be performed or the indebtedness represented hereby except as set forth in Section 3.1(b);observed; and (bii) merge immediately after giving effect to such transaction, no Event of Default or consolidate Unmatured Event of Default shall have occurred and be continuing. Upon any consolidation or merger by the Company with or into any other corporation corporation, or sell any conveyance or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (c) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Closing Date; (e) declare, set aside or pay any dividend or other distribution on any of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or (g) amend its Certificate of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery transfer by the Company of its properties and assets substantially as an entirety to any Person which is permitted by this Section 6.02(a), the successor corporation formed by such defaultconsolidation or into which the Company is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation had been named as the Company herein; and, in the event of such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the "COMPANY" in the introduction to this Agreement or any successor corporation which shall theretofore become such in the manner described in this Section 6.02(a)) shall be discharged from all obligations and covenants under this Agreement and the Notes and may be dissolved and liquidated.

Negative Covenants of the Company. The Company covenants and agrees that, from the Loan Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the prior written consent of the LendersLender, which consent may be withheld in Lender’s sole discretion, the Company will not: (a) create, incur, assume or suffer to exist exist, without the Lender’s prior written consent, which consent the Lender may withhold in its sole and absolute discretion, any indebtedness secured Indebtedness (other than the Indebtedness related to the WAA Collateral) or any other Indebtedness (other than trade payables arising in the Company’s ordinary course of business) that is in any way senior or superior to this Agreement or the indebtedness represented hereby hereby, except as set forth in permitted by Section 3.1(b2.10(b); (b) issue any Equity Securities, except as permitted by Section 2.10(b) or pursuant to Stock Equivalents outstanding on the Loan Closing Date; (c) merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (cd) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (de) engage in any business other than the business conducted by the Company on the Loan Closing Date; (ef) declare, set aside or pay any dividend or other distribution on any of its capital stock; (fg) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or; (gh) amend its Certificate Articles of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued Common Stock issuable upon the exercise of the Warrant, or the Warrant; or (i) increase the principal amount of the Note above $2,000,000; (j) voluntarily prepay in whole or in part, or modify, any indebtedness outstanding on the Loan Closing Date, prior to the Lenders pursuant repayment of the Note in full, except as required by Section 3.1(d) and except that the Company may pay WAA, LLC $50,000 of the Company’s Indebtedness to Section 7.1 hereof or the Registrable SecuritiesWAA, LLC. The Company will give notice to the Lenders Lender of any default breach under any provisions of this Agreement within three (3) business days after the discovery by the Company of such defaultbreach.

Negative Covenants of the Company. The Company covenants During the period beginning on the Execution Date and agrees that, from ending on the Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the LendersTermination Date, the Company will shall not, and shall not permit any of its Subsidiaries to: (a) create, incur, assume engage or suffer to exist any indebtedness that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b); (b) merge or consolidate with or enter into any other corporation Affiliate Transactions unless such transaction is (1) effected on terms that are not materially less favorable to the Company or sell such Subsidiary, as the case may be, than those that could reasonably have been obtained at such time from an unaffiliated third-party and (2) approved by the Company’s or otherwise convey 25% or more of its assetssuch Subsidiary’s independent directors, as applicable; provided, however, that notwithstanding anything this covenant will not restrict: (i) the payment of reasonable and customary compensation and fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or any of its Subsidiaries; (ii) any payments not expressly prohibited by Section 4.6(c) of this Agreement; (iii) customary compensation or employee benefit arrangements or incentive or indemnification arrangements with any officer, director or employee of the Company or any Subsidiary of the Company entered into or arranged in this Agreement the ordinary course of the Company’s business consistent with past practice; and (iv) loans and advances to officers, directors and employees of the Company or any Subsidiary of the Note Company for reasonable travel, entertainment and relocation expenses, in each case made in the ordinary course of the Company’s business consistent with past practice; (b) (i) incur any Debt other than Permitted Debt; provided that the Company and its Subsidiaries (I) may not incur any Permitted Debt set forth in clauses (v), (vi) (the incurrence of Debt under such clause (vi) to be deemed to occur only on the date that the Software Facility is entered into as though the entire amount available to be borrowed thereunder were borrowed on such date and not at the time of any subsequent draw-down), (vii) (the incurrence of Debt under such clause (vii) to be deemed to occur only to the contrary, extent such Debt is owed to or by a Subsidiary of the Company shall that is not be prohibited from consummating that certain Agreement and Plan of Merger wholly-owned by and among the Company, ITec Acquisitionsin which case the amount of such Debt to which this provision will give effect shall be equal to the product of (1) 1.00 minus the percentage equity interest that the Company directly or indirectly owns in such Subsidiary times (2) the aggregate amount of such Debt), Inc. (xi), (xii) or (xiii) of the definition thereof unless, and Rose Waste Systems(II) may incur Debt in addition to Permitted Debt (“Additional Permitted Debt”) as long as, Inc. after giving effect to the incurrence of any (I) such Permitted Debt or (II) Additional Permitted Debt, as applicable: (A) (1) the “Merger”)Leverage Ratio is less than or equal to 6.0 to 1, and (2) the aggregate amount of Debt of the Company and its Subsidiaries does not exceed fifty percent (50%) of the Total Capitalization of the Company and its Subsidiaries on a consolidated basis, in each case as reflected in the Company’s consolidated financial statements for the immediately preceding Four Quarter Period; (cB) the Consolidated Cash Flow of the Company and its Subsidiaries, as reflected in the Company’s consolidated financial statements for the immediately preceding Four Quarter Period, exceeds two (2) times the sum of Consolidated Interest Expense and Capital Expenditures during the immediately preceding Four Quarter Period; and (C) in a single transaction or series the case of related transactionsAdditional Permitted Debt, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note such Additional Permitted Debt is not senior to the contraryNotes, and if such Additional Permitted Debt is pari passu with the Company shall Notes, such Additional Permitted Debt does not be prohibited from consummating have a scheduled maturity, and is not otherwise subject to prepayment or redemption, prior to the Merger; (d) engage in any business other than 91st day following the business conducted by the Company on three-year anniversary of the Closing Date; (e) declare, set aside or pay any dividend or other distribution on any of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or (g) amend its Certificate of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such default.

Negative Covenants of the Company. The Without limiting any other covenants and provisions hereof, the Company covenants and agrees that, from the Closing Date until the Maturity Date (andconsummation of a Qualified Public Offering or, in any eventwhile this Agreement remains outstanding, during it will comply with and observe the following covenants and provisions, and will cause each Subsidiary, if and when such time as any portion Subsidiary exists, to comply with and observe such of the Loan or any Interest thereon is outstanding)following covenants and provisions as are applicable to such Subsidiary, and will not, without the written consent or waiver of two-thirds (66 2/3%) in interest of the Lenders, holders of Preferred Stock:” 6. Section 15(i) of the Company will notInvestor Rights Agreement shall be amended and restated in its entirety to read as follows: (ai) create, incur, assume or suffer The Company shall not grant to exist any indebtedness that is in third party any way senior or superior to registration rights so long as any of the registration rights under this Agreement or the indebtedness represented hereby except as set forth remains in Section 3.1(b); (b) merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; effect, provided, however, that notwithstanding anything the Company may grant registration rights under Sections 4, 5 and 6 hereof and information rights under Section 13(c) hereof upon receipt of prior written consent of holders of at least two-thirds (66 2/3%) in this Agreement interest of the outstanding Conversion Shares issued or issuable upon conversion of the Note Preferred Stock.” 7. The Schedule of Investors attached to the contrary, the Company shall not be prohibited from consummating that certain Investor Rights Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (c) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined replaced in its entirety with the Schedule of Investors attached as Exhibit A to this Amendment. 8. This Amendment shall be construed and enforced in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K governed by the internal laws of the Securities State of Delaware, without regard to its principles of conflicts of laws. 9. This Amendment may be executed and Exchange Commission); provideddelivered (including by facsimile transmission) in more than one counterpart, howevereach of which shall be deemed to be an original and which, that notwithstanding anything in this Agreement or together, shall constitute one and the Note to the contrary, the Company shall not be prohibited from consummating the Merger;same instrument. (d) engage in any business other than the business conducted by the Company on the Closing Date; (e) declare, set aside or pay any dividend or other distribution on any of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or (g) amend its Certificate of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities10. The Company will give notice to the Lenders of any default under any provisions of this Amendment are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of a provision contained in this Amendment shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Amendment; but this Amendment shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provisions or part reformed so that it would be valid, legal and enforceable to the maximum extent possible. 11. This Amendment and the Investor Rights Agreement within three business days after (including any and all exhibits, schedules and other instruments contemplated hereby and thereby) constitute the discovery entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings between them or any of them as to such subject matter. Except as amended by this Amendment, the Company of such defaultInvestor Rights Agreement remains in full force and effect.

Negative Covenants of the Company. The Company covenants and agrees that, from the Loan Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the LendersLender, the Company will not: (a) create, incur, assume or suffer to exist exist, without the Lender’s prior written consent, which consent the Lender may withhold in its sole and absolute discretion, any secured indebtedness (other than that existing on the Loan Closing Date) or any other indebtedness (other than trade payables arising in the Company’s ordinary course of business) that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b)hereby; (b) except for the Merger, merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”); (c) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Loan Closing Date; (e) declare, set aside or pay any dividend or other distribution on any of its capital stock; (f) engage in any transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated party; or; (g) amend its Certificate Articles of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, ; (h) increase the Warrant issued principal amount of the Company’s obligations to Mapleridge; or (i) subject to the Lenders pursuant Intercreditor Agreement, voluntarily prepay in whole or in part, or modify, any indebtedness outstanding on the Loan Closing Date, prior to Section 7.1 hereof or the Registrable Securitiesrepayment of the Note in full. The Company will give notice to the Lenders Lender of any default under any provisions of this Agreement within three business days Business Days after the discovery by the Company of such default.

Negative Covenants of the Company. The For so long as the Purchaser, together with its affiliates, continues to hold at least 75% of the Original Investment, the Company hereby covenants and agrees that, from the Closing Date until the Maturity Date (and, in not to take any event, during such time as any portion of the Loan or any Interest thereon is outstanding), following actions without the prior written consent of the Lenders, the Company will notPurchaser: (a) createthe consolidation with or merger with or into, incuror conveyance, assume transfer or suffer to exist lease of all or substantially all of the Company's or any indebtedness that is in of its Subsidiaries' assets to, any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b)person; (b) merge or consolidate with or into any other corporation or sell or otherwise convey 25% or more of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”intentionally omitted); (c) in a single transaction or series of related transactions, effect a significant acquisition of any business or entity (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of the Securities and Exchange Commissionintentionally omitted); provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating the Merger; (d) engage in any business other than the business conducted by the Company on the Closing Date(intentionally omitted); (e) declareany transactions with officers or directors (other than pursuant to existing employment or stock option agreements otherwise approved by the Company's Board in the ordinary course of business consistent with the Company's past practice), set aside any entity, shareholder or pay any dividend affiliate which beneficially owns 5% or more of the Company's outstanding shares other distribution than on any of its capital stockan arm's-length basis for fair market value as determined by the Company's Board in good faith; (f) engage in entering into any transaction contract, arrangement or understanding involving the Company or any of its Subsidiaries with respect to any Affiliate (as such term is defined in Rule 501(b) intellectual property, product or business of the Securities Act Company or any of 1933its Subsidiaries, as amended) on terms less favorable to which would have the effect, by virtue of an exclusivity or non-compete or similar clause, of preventing the Company or any of its Subsidiaries from granting the Purchaser or any of its affiliates (including National Sports Partners or its affiliate which operates the national "Fox Sports Net") the benefit of the intellectual property, products or businesses of the Company or any of its Subsidiaries in the future during the term of such contract, arrangement or understanding or preventing the Purchaser or any of its affiliates from acting as a retailer of any products of the Company or any of its subsidiaries; provided that (A) the Company does not require the prior written consent of the Purchaser for any such grant by the Company of exclusive rights for a period of no more than could be obtained from an unrelated party; or6 months and (B) the Purchaser agrees not to unreasonably delay any response relating to a request for its prior written consent made under this subsection; (g) amend (intentionally omitted); (h) (intentionally omitted); (i) any voluntary bankruptcy, liquidation or dissolution of the Company or any of its Certificate of Incorporation or Bylaws in any manner that adversely affects Subsidiaries; and (j) (intentionally omitted). The authorized signatures below will confirm the rights associated with this Agreement, the Warrant issued to the Lenders pursuant amendment to Section 7.1 hereof or 7 of the Registrable SecuritiesAgreement as set forth above. The Company will give notice Your attention to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such defaultmatter is greatly appreciated.

Negative Covenants of the Company. The Company covenants and agrees thatFor so long as this Agreement is in effect, except as set forth on Schedule 4.2, Seller shall, from the Closing Date until date of this Agreement to the Maturity Date (andClosing, except as specifically contemplated by this Agreement, as disclosed in any eventthe Schedules to this Agreement or as otherwise agreed to by Purchaser, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the Lenders, cause the Company will notnot to: (a) create, incur, assume make any amendments to its Articles or suffer to exist any indebtedness that is in any way senior Certificate of Incorporation or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b)Bylaws; (b) merge or consolidate with or into make any other corporation or sell or otherwise convey 25% or more capital expenditures not in the ordinary course of its assets; provided, however, that notwithstanding anything in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”)business; (c) enter into any contract or transaction with any Affiliate of the Company except for (i) contracts and transactions entered into in the ordinary course of business whereby the monetary or business consideration arising from such contract or transaction would be substantially as advantageous to the Company as the monetary and business consideration which it would obtain in a single comparable arm’s length transaction or series of related transactions, effect a significant acquisition of any business or entity and (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of ii) the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note Transaction Documents to the contrary, which the Company shall not be prohibited from consummating the Mergeris a party and other contracts entered into pursuant to this Agreement; (d) engage assign, terminate or amend or give any waiver or consent with respect to any material contracts or permits in any business other than the business conducted by the Company existence on the Closing Datedate hereof not in the ordinary course of business; (e) declarecontract to create any mortgage, set aside pledge, lien, security interest or pay encumbrance, restriction, or charge of any dividend kind on its assets (other than liens existing as of the date hereof, or other distribution on any liens created in the ordinary course of its capital stockbusiness); (f) engage other than borrowings permitted under the Master Loan Agreement referenced in Section 1.2 of this Agreement, incur any transaction with indebtedness for borrowed money not in the ordinary course of business; (g) issue any Affiliate (as such term is defined in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated partyequity security; or (gh) amend its Certificate enter into any transactions not in the ordinary course of Incorporation or Bylaws in any manner business that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such defaultwould have a Material Adverse Effect.

Negative Covenants of the Company. The Company covenants and agrees thatFor so long as this Agreement is in effect, the Seller shall, from the Closing Date until date of this Agreement to the Maturity Date (andClosing, in any eventexcept as specifically contemplated by this Agreement or as otherwise agreed to by the Purchaser, during such time as any portion of the Loan or any Interest thereon is outstanding), without the consent of the Lenders, cause the Company will to not: (a) create, incur, assume make any amendments to its Articles of Incorporation or suffer to exist any indebtedness that is in any way senior or superior to this Agreement or the indebtedness represented hereby except as set forth in Section 3.1(b)Bylaws; (b) merge or consolidate with or into make any other corporation or sell or otherwise convey 25% or more capital expenditures in excess of its assets; provided, however, that notwithstanding anything $500,000 in this Agreement or the Note to the contrary, the Company shall not be prohibited from consummating that certain Agreement and Plan of Merger by and among the Company, ITec Acquisitions, Inc. and Rose Waste Systems, Inc. (the “Merger”)aggregate; (c) enter into any contract or transaction with any Affiliate of the Company except for (i) contracts and transactions entered into in the ordinary course of business whereby the monetary or business consideration arising from such contract or transaction would be substantially as advantageous to the Company as the monetary and business consideration which it would obtain in a single comparable arm's length transaction or series of related transactions, effect a significant acquisition of any business or entity and (for purposes hereof, a “significant” acquisition shall be determined in accordance with Instructions 2, 3 and 4 or Item 2 of Form 8-K of ii) the Securities and Exchange Commission); provided, however, that notwithstanding anything in this Agreement or the Note Transaction Documents to the contrary, which the Company shall not be prohibited from consummating the Mergeris a party and other contracts entered into pursuant to this Agreement; (d) engage in contract to create any business mortgage, pledge, lien, security interest or encumbrance, restriction, or charge of any kind on the assets of the Company (other than liens existing as of the business conducted by date hereof, or liens created in the Company on the Closing Dateordinary course of business); (e) incur any indebtedness for borrowed money not in the ordinary course of business; (f) issue any equity security or security convertible into or exchangeable for any equity security; (g) grant any increase in compensation or pay or agree to pay or accrue any bonus or like benefit to or for the credit of any director, officer, employee or other person, except in the ordinary course of business; (h) declare, pay or set aside or pay for payment any dividend or other distribution on any or payment in respect of shares of its capital stock or redeem or repurchase any such capital stock; (fi) engage sell, transfer, distribute, or otherwise dispose of any of its properties or assets, except in the ordinary course of business and except for the transfers contemplated by Section 4.3; (j) take any transaction with action that would reasonably be expected to result in a material breach of any Affiliate (as such term is defined representation or warranty of Seller set forth in Rule 501(b) of the Securities Act of 1933, as amended) on terms less favorable to the Company than could be obtained from an unrelated partythis Agreement; or (gk) amend its Certificate enter into any transactions not in the ordinary course of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Warrant issued to the Lenders pursuant to Section 7.1 hereof or the Registrable Securities. The Company will give notice to the Lenders of any default under any provisions of this Agreement within three business days after the discovery by the Company of such defaultbusiness.