Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 510% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 510% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 510% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 510% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall ------------------------------ cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as the sum of the number of shares of (i) Common Stock into which the Shares held by the Purchaser are convertible, and (ii) Common Stock held by the Purchaser, exceeds 1% of the outstanding Common Stock, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify modify, or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify modify, or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of any class of the Common StockCompany's capital stock, or Affiliates affiliates, or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each each, a "Related Party"), except for (Ii) transactions contemplated by the Acquisition Agreement, (ii) customary employment arrangements and benefit programs on reasonable terms, (IIiii) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIvi) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls Controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), “RELATED PARTY”) during the Lock Up Period; except for (Ii) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" “AFFILIATE” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls Controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" “CONTROL” or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any Preferred Shares or Warrants are outstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value equal to or greater than $100,000, the Company shall not, and shall cause each of its Controlled Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment or arrangement with any of its or any Controlled Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates of the Company or its Controlled Subsidiaries or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Controlled Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.that

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify modify, or supplement, or permit any Subsidiary to enter into, amend, modify modify, or supplement, any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this section only means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.or

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIterms,(ii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.with

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (IV) ongoing Related Party transactions and arrangements as identified in the current SEC filings. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Securities are outstanding the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, Party or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this section only means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, entity or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof of this section means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof of this section only means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Except as set forth in this Section, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, ; (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or ; (IIIiii) any agreement, transaction, commitment or arrangement transactions disclosed in the Company Reports; and (iv) transactions in connection with financing transactions of which the Company is approved by a majority the recipient of the disinterested directors of the Companyfinancing. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any of the Notes or Warrants is outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplementsupplement any transaction, or permit any Subsidiary to enter intocontract, amend, modify or supplement, any agreement, transactioninstrument, commitment commitment, understanding or other arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% shareholders, or more affiliates of the Common StockCompany or any of its Subsidiaries, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, or (IIb) any transaction, contract, agreement, transactioninstrument, commitment commitment, understanding or other arrangement on an arms-length basis on terms no less favorable than terms which that would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which and that is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such transaction, contract, agreement, transactioninstrument, commitment commitment, understanding or other arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more an equity interest in that person or entity, (IIii) has 5% or more a common ownership with that person or entity, (IIIiii) controls that person or entity, (iv) is controlled by that person or entity or (IVv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) at least 1,650 Preferred Shares are outstanding or (ii) any Buyer owns Conversion Shares with a market value of at least $1,650,000, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related RELATED Party"), except for (Ia) customary employment arrangements and arrangements, benefit programs and outside director compensation arrangements on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company or (c) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct control or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Shares, A Warrant or B ---------------------------- Warrant are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), ------------- except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this section only means, --------- with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof of this section means that a person or ------- -------- entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any Notes or Warrants ---------------------------- are outstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value of $500,000 the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company or (c) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.for

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis which the Board of Directors deems fair and on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIIll) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.that

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.. 14

Transactions with Affiliates. The So long as any Preferred Shares are outstanding the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof of this Section 4(l) means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Convertible Debentures and/or Conversion Shares are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Except as set forth in schedule 5.7, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.iii)

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) for 5.8.1 customary employment arrangements and benefit programs on reasonable terms, (II) , 5.8.2 any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) or 5.8.3 any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Preferred Shares are outstanding the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ia) has a 5% or more equity interest in that person or entity, (IIb) has 5% or more common ownership with that person or entity, (IIIc) controls Controls that person or entity, or (IVd) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) there are Debentures or Warrants outstanding or (ii) any Investor owns Conversion Shares and/or Warrant Shares with a market value equal to or greater than $300,000, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each each, a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an armsarm's-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this Section means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any Notes are outstanding or (ii) any Buyer owns Conversion Shares with a market value equal to or greater than $500,000 the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates of the Company or its Subsidiaries or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, (iv) is controlled by that person or entity or (IVv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Debentures or Warrants ---------------------------- are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any Person who is or was an officer or director of its or any Subsidiary's officers, directors, persons who were officers or directors the Company at any time during the previous two (2) years, shareholders any Subsidiary's officers or directors, stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) ------------- customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes of this section only hereof --------- means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof of this section means that a ------- -------- person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons Persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "An “Affiliate" for purposes hereof means” of a Person means any other Person that directly or indirectly, with respect to any person through one or entitymore intermediaries, another person controls, is controlled by, or entity thatis under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, (I) has a 5% of the power to direct or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has cause the power, directly or indirectly, to conduct or govern direction of the management and policies of another person a Person, whether through the ownership of voting securities, by contract or entityotherwise.

Transactions with Affiliates. The So long as at least $100,000 principal amount of the Convertible Debentures issued under this Agreement remain outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-arms- length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.or

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 510% or more equity interest in that person or entity, (II) has 510% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.. AZURE.PHIL.INVESTMENT.AGREEMENT.AUGUST.2017

Transactions with Affiliates. The So long as the Shares, together with any of the Warrant Shares and the Conversion Shares then outstanding, held by the Purchaser constitute, in the aggregate, more than 5% of the outstanding shares of Common Stock, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary of its Subsidiaries to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity Person in which any such entity or individual Person owns a 5% or more beneficial interest (each each, a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-arm's length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, Party or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. For purposes of this Section only, "Affiliate" for purposes hereof means, with respect to any person or entityPerson, another person or entity Person that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entityPerson, (IIii) has 5% or more common ownership with that person or entityPerson, (IIIiii) controls that person or entity, Person or (IViv) is under shares common control with that person or entityPerson. "Control" or "Controls" for purposes hereof of this Section only means that a person or entity Person has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person Person, whether through the ownership of voting securities, by contract or entityotherwise.

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any supplementany agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Preferred Shares are outstanding the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.or

Transactions with Affiliates. The So long as any Preferred Shares ---------------------------- are outstanding the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any material agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Xxcept as set forth in schedule 5.7, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, (III) any agreement, transaction, commitment or arrangement which is approved by a majority of shareholders, or (IIIIV) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any Exchange ---------------------------- Preferred Shares are outstanding or (ii) any Investor owns Exchange Conversion Shares with a market value equal to or greater than $500,000, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates of the Company or its Subsidiaries or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (I) customary employment -------------- arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, ------ another person or entity that, directly or indirectly, (I) has a five percent (5% %) or more equity interest in that person or entity, (II) has five percent (5% %) or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has ------- -------- the power, directly direct or indirectlyindirect, to conduct or govern the policies of another - person or entity.. -

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity. Artfest International, Inc. (H) FILING OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Investment Agreement in the form required by the 1934 Act, if such filing is required.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable termsterms approved by the Company’s board of directors, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any Debentures, Preferred Shares or Warrants are outstanding or (ii) any Purchaser owns Conversion Shares or Warrant Shares with a market value equal to or greater than $50,000, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each each, a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof hereof, means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause ---------------------------- each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Except as set forth in this Section, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company So long as (i) any of the Securities are outstanding or (ii) any Buyer owns Shares with an aggregate Stated Value equal to or greater than [$250,000], ConnectClearly shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with Affiliates, any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, terms (IIb) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the CompanyConnectClearly. For purposes hereof, any director who is also an officer of the Company ConnectClearly or any Subsidiary subsidiary of the Company ConnectClearly shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls or is controlled by that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity. So long as (i) any Securities purchased pursuant to this Agreement are outstanding or (ii) any Buyer owns Exchange Shares with a market value equal to or greater than [$250,000], NCT shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary's officers, directors, person who were officers or directors at any time during the previous two years, stockholders who beneficially own 5% or more of the NCT Common Stock, Affiliates, any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each an "NCT Related Party"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such NCT Related Party, (c) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of NCT. For purposes hereof, any director who is also an officer of NCT or any subsidiary of NCT shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.{00006735 }

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two ninety (290) yearsdays, shareholders who beneficially own 510% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 510% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 510% or more equity interest in that person or entity, (II) has 510% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Except concerning the Litigation, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) there are Purchased Shares or Warrants outstanding or (ii) any Investor owns Conversion Shares and/or Warrant Shares with a market value equal to or greater than $500,000, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each each, a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an armsarm's-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this Section means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Note or Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplementsupplement any transaction, or permit any Subsidiary to enter intocontract, amend, modify or supplement, any agreement, transactioninstrument, commitment commitment, understanding or other arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% shareholders, or more affiliates of the Common StockCompany or any of its Subsidiaries, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, or (IIb) any transaction, contract, agreement, transactioninstrument, commitment commitment, understanding or other arrangement on an arms-length basis on terms no less favorable than terms which that would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which and that is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such transaction, contract, agreement, transactioninstrument, commitment commitment, understanding or other arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more an equity interest in that person or entity, (IIii) has 5% or more a common ownership with that person or entity, (IIIiii) controls that person or entity, (iv) is controlled by that person or entity or (IVv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Without the prior written consent of the Investor, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Third-Party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Preferred Shares are outstanding the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.,

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) for 5.8.1 customary employment arrangements and benefit programs on reasonable terms, (II) , 5.8.2 any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) or 5.8.3 any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.or

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 510% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity. Notwithstanding anything contained in this section 5.7, Investor understands and agrees that the Company intends to purchase the personal interests of the minority shareholders of its subsidiary Seaniemac Limited, an Ireland corporation (“Seaniemac”), and such purchase shall be exempted from the provisions hereof.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is (x) approved by a majority of the disinterested directors of the CompanyCompany or (y) disclosed by the Company in filings with the SEC. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), “RELATED PARTY”) during the Lock Up Period; except for (Ii) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" “AFFILIATE” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.that

Transactions with Affiliates. The So long as any Securities or Warrants ---------------------------- are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary ------------- employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this section only means, --------- with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Except as set forth in Schedule 4(t) attached hereto, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Preferred Shares are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates of the Company or with any individual related by blood, marriage or adoption to any such individual its Subsidiaries or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (d) except as set forth on SCHEDULE 5(j). For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Preferred Shares or Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates of the Company or with any individual related by blood, marriage or adoption to any such individual its Subsidiaries or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (d) except as set forth on SCHEDULE 4(j). For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof of this section only means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof of this section means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any amounts under the Debenture are outstanding or (ii) Buyer owns any Conversion Shares or Warrant Shares, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" or "affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Without the prior consent of Purchaser, which consent shall not be unreasonably withheld, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable termsterms , (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls Controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Securities are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment and consulting arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For Company (for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement). "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a five percent (5% %) or more equity interest in that person or entity, (II) has five percent (5% %) or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as (i) any Preferred Shares or Warrants are outstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value of at least $500,000, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company or (c) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity. Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (I) customary employment -------------- arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, --------- another person or entity that, directly or indirectly, (I) has a five percent (5% %) or more equity interest in that person or entity, (II) has five percent (5% %) or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has ------- -------- the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.. PHI GROUP INVESTMENT AGREEMENT MARCH 2017 16

Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any shares of Preferred Stock or Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary of its Subsidiaries to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity Person in which any such entity or individual Person owns a 5% or more beneficial interest (each each, a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-arm's length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, Party or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. For purposes hereof, "Affiliate" for purposes hereof means, with respect to any person or entityPerson, another person or entity Person that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entityPerson, (IIii) has 5% or more common ownership with that person or entityPerson, (IIIiii) controls that person or entity, Person or (IViv) is under shares common control with that person or entityPerson. "Control" or "Controls" for purposes hereof of this Section only means that a person or entity Person has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person Person, whether through the ownership of voting securities, by contract or entityotherwise.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual indiv idual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, (III) any severance or other agreement for an officer and/or director that leaves the Company, or (IIIIV) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.

Transactions with Affiliates. The So long as any Securities or Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof of this section only means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof of this section means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.