Common use of Additional Negative Covenants Clause in Contracts

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (g) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary business.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent So long as at least twenty-five percent (25%) of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security principal amount of Notes issued by the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than Company pursuant to Subscription Agreements entered into by the terms and conditions of any securities of the Corporation outstanding as of Company on or about the date of this Subscription Agreement;Agreement are outstanding or at any time during the pendency of an Event of Default (as defined in the Note), except as described on Schedule 9(p), without the consent of the Subscribers, the Company will not and will not permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances (as defined in Section 12(a) hereof), (ii) (a) Liens imposed by law for taxes that are not yet due or are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the CorporationCompany’s business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (f), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related debt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $20,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants So long as at least twenty-five percent (25%) of the principal amount of the Notes issued on the Closing Date is outstanding and agrees thatduring the pendency of an Event of Default (as defined in the Note) and except as set forth on Schedule 9(r), except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances, (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the CorporationCompany’s business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (f), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related or other outstanding debt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $20,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants So long as the Notes are outstanding and agrees thatduring the pendency of an Event of Default (as defined in the Note), except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances, (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the CorporationCompany’s business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (f), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related or other outstanding debt obligations except as described in Schedules 9(e) and 9(r)(iv) or to suppliers in the ordinary course of business; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $10,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debtbusiness, consistent with past practice (for clarity, without acceleration). (d) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (de) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (ef) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (fg) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (gh) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary business.

Additional Negative Covenants. The Corporation hereby covenants So long as the Notes are outstanding and agrees thatduring the pendency of an Event of Default (as defined in the Note), except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances, (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the CorporationCompany’s business as an investment issuer, or pursuant up to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders amount of the Corporation’s issued and outstanding Common Sharespurchase price of such property, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property, or (g) Liens securing indebtedness for borrowed money which is not senior or pari passu in right of priority to the Lien securing the Notes (each of (a) through (g), a “Permitted Lien”); (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents or in connection with a settlement with existing or former employees, vendors, partners or consultants; (iv) prepay any financing related or other outstanding debt obligations; or (gv) except as set forth in Schedule 9(r)(v), engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $25,000 in any 12-month period other than its business as existing (i) for payment of compensation for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants So long as the Notes issued are outstanding and agrees thatduring the pendency of an Event of Default (as defined in the Note), except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances, (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the CorporationCompany’s business as an investment issuer, or pursuant up to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders amount of the Corporation’s issued and outstanding Common Sharespurchase price of such property, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property or (g) a Lien described on Schedule 6.1 to the Security Agreement (each of (a) through (g), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related or other outstanding debt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $10,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants So long as the Notes are outstanding and agrees thatduring the pendency of an Event of Default (as defined in the Note), except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a "Lien") upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances, (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers', warehousemen's, mechanics', material men's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the Corporation’s Company's business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (g), a "Permitted Lien") and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation or bylaws so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related or other outstanding debt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $20,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent So long as at least twenty-five (25%) of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security principal amount of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than Notes issued by the Company pursuant to the terms and conditions of any securities of Subscription Agreement entered into by the Corporation outstanding as of Company on or about the date of this Subscription Agreement;Agreement is outstanding or at any time during the pendency of an Event of Default (as defined in the Note), which has not bee cured or waived, except as described on Schedule 9(p) without the consent of the Subscriber, the Company will not and will not permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances (as defined in Section 12(a) hereof), (ii) (a) Liens imposed by law for taxes that are not yet due or are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the CorporationCompany’s business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (f), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation, bylaws or its charter documents other than to increase the number of shares of common and/or preferred stock that it is authorized to issue and file certificates of designations to designations for its preferred stock or to effect a reverse split of common stock so as an investment issuerto adversely affect any rights of the Subscribers; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related debt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $20,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants So long as at least twenty-five percent (25%) of the principal amount of the Notes issued on each Closing Date is outstanding and agrees thatduring the pendency of an Event of Default (as defined in the Note), except with as described on Schedule 9(r), without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances (as defined in Section 12(a) hereof), (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the CorporationCompany’s business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (f), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related debt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $20,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants and agrees thatSo long as the Notes are outstanding, except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (A) the Excepted Issuances, (B) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the CorporationCompany’s business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (f), a “Permitted Lien”) (C) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related or other outstanding debt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $40,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so So long as any Debentures remain outstandingNotes are Outstanding, it will the Issuer shall not, and will ensure that no Subsidiary: (ai) except as expressly contemplated permitted by this Indenture or any other Transaction Document, sell, transfer, exchange or otherwise dispose of the Indenture Collateral; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Indenture Collateral; (iii) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien Granted by this Indenture to be amended, hypothecated, subordinated, terminated or discharged except as expressly permitted hereunderby this Indenture, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted by this Indenture, permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture or any other Transaction Document or any other Permitted Lien) to be created on or extend to or otherwise arise upon or burden the Indenture Collateral or any part thereof or any interest therein or the proceeds thereof or permit the lien of this Indenture not to constitute a valid first priority security interest in the Indenture Collateral (subject only to Permitted Liens); (iv) to the fullest extent permitted by the Delaware Limited Liability Company Act (6 Del. C. Section 18‑101, et seq.), dissolve or liquidate in whole or in part; (v) enter into any agreement which does not contain non‑petition and limited recourse provisions substantially to the effect of Section 10.14, nor consent to any adverse amendment or waiver of such provisions; (vi) create any subsidiaries; (vii) modify or amend any of Sections 5(e), 7, 8, 9, 10, 11, 12, 13, 14, 19, 21, 23, 24, 25, 26, 27, 28, 33 or Schedule A of the Limited Liability Company Agreement (without the consent of the Majority Holders); (viii) sell, lease or otherwise transfer any property or assets to, or purchase, buy back, redeem, retire, repurchase, cancel lease or otherwise acquire for cash any security property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (i) transactions in the Corporation (including, without limitation options, warrants, conversion or exchange privileges ordinary course of business at prices and similar rights in respect of shares), other than pursuant to the on terms and conditions of any securities of not less favorable to the Corporation outstanding as of Issuer than could be obtained on an arm’s-length basis from unrelated third parties, (ii) distributions expressly permitted by this Indenture and (iii) other transactions expressly contemplated by the date of this Subscription AgreementTransaction Documents; (bix) makes institute proceedings to have the Issuer be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Issuer or file a petition seeking, or consent to, reorganization or relief with respect to the Issuer under any change applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or a substantial part of its constating documents that property, or make any assignment for the benefit of creditors of the Issuer, or admit in writing the Issuer’s inability to pay its debts generally as they become due, or take action in furtherance of any such action, or to dissolve or liquidate the Issuer, or to take any action or expressly consent to any omission which action or omission would reasonably be expected to have a Material Adverse Effect, including changes result in their respective names without providing the Investor with at least thirty (30) days prior written notice;acceleration or early maturity of any indebtedness of the Issuer; and (cx) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms accelerate the maturity of the Installment Note by reason of the occurrence of an “Event of Default” (as defined in the ordinary course Installment Note) specified in paragraph (v) of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for claritydefinition thereof, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders consent of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (g) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary businessMajority Holders.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of From the date of this Subscription Agreement;Agreement and until the sooner of (i) two (2) years after the Closing Date, or (ii) until all the Shares and Warrants Shares have been resold or transferred by all the Subscribers pursuant to the Registration Statement or pursuant to Rule 144, without regard to volume limitations, without the consent of the Subscribers, the Company will not and will not permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a "Lien") upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances (as defined in Section 12(a) hereof), (ii) (a) Liens imposed by law for taxes that are not yet due or are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers', warehousemen's, mechanics', material men's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the Corporation’s Company's business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (f), a "Permitted Lien"); (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related or other outstanding debt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $50,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than (i) as may be required by the Secured Trust Indenture in accordance with its terms, or (ii) pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) parties or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (g) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary business.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) ). or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-winding- up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (g) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary business.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent So long as at least twenty-five (25%) of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security principal amount of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than Notes issued by the Company pursuant to the terms and conditions of any securities of Subscription Agreement entered into by the Corporation outstanding as of Company on or about the date of this Subscription Agreement;Agreement is outstanding or at any time during the pendency of an Event of Default (as defined in the Note), which has not bee cured or waived, except as described on Schedule 9(p) without the consent of the Subscriber, the Company will not and will not permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances (as defined in Section 12(a) hereof), (ii) (a) Liens imposed by law for taxes that are not yet due or are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the CorporationCompany’s business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (f), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscribers; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related debt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $20,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the Without Lender's prior written consent of the Investorconsent, so long as any Debentures remain outstanding, it will Purchaser shall not, and will ensure that no Subsidiary: (a) except as expressly contemplated enter into any contracts or permitted hereunderagreements with any Person other than the Program Documents or amend, purchaseterminate, buy backsupplement, redeem, retire, repurchase, cancel or otherwise acquire for cash modify any security of the Corporation (including, without limitation options, warrants, conversion contract or exchange privileges and similar rights in respect of shares), other than pursuant agreement to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreementwhich it is a party; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written noticeFiscal Year; (c) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms than as contemplated in the ordinary course of the Corporation’s business as an investment issuerProgram Documents, enter into, or pursuant to the terms of any Permitted Debtbe a party to, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable termsAffiliate of Purchaser, Servicer, or Seller; (d) except as expressly contemplated create or permitted hereunder, acquire any Subsidiary or engage in any business other than those businesses directly related to the Program; (e) declare or make any payment Restricted Payment; provided that Purchaser may from time to time make a dividend to Seller so long as: (i) Lender has consented in writing to such dividend; or (ii) at the time such dividend is paid: (A) no Event of Default or Default shall have occurred and be continuing; (B) after giving effect to such dividend (1) the aggregate amount of (x) the Purchaser's Account, plus (y) Purchaser's Investments permitted by subclauses (i), (ii), and (iii) of Section 5.13(f), hereof, will equal or exceed (2) the sum of (x) the Minimum Balance, plus (y) the amount of all Deductions existing with respect to the Purchased Receivables and (without duplication) the Account Debtors relating thereto, plus (z) the amount of any rebates which, but for Seller's not having formally approved such rebates, would otherwise constitute Earned Rebates; (C) the principal and interest payable on the Subordinated Note is, in the aggregate, zero; (D) the dividend is paid on a Settlement Date; and (E) the Aggregate Advances at such time are less than or equal to the Borrowing Base; (f) make Investments in any Person except Investments in (i) direct obligations of the United States Government maturing within ninety days; (ii) certificates of deposit issued by a commercial bank whose credit is satisfactory to Lender and for a term satisfactory to Lender; (iii) Lender's Sweep Investment Service and such other Investments which have been specifically approved in writing from time to time by Lender; and (iv) loans evidenced by the Subordinated Note; provided, however, that, with respect to Investments made pursuant to clauses (i), (ii), and (iii), hereof, (A) all actions necessary to preserve Lender's first priority security interest in the Collateral have been taken, as required by Lender in its discretion; (B) the aggregate amount of all such Investments, including any interest accrued thereon, shall not exceed the Minimum Balance (excluding from the calculation thereof (x) the amount of any interest accrued on such Investments, to the extent such interest has been paid over to the Purchaser's Account, and (y) the principal amount of any Investments otherwise approved as set forth herein and made on an overnight or Business-Day-to-Business-Day basis, to the extent such Investments are, in fact, made and returned to the Purchaser's Account on such basis); (C) Purchaser hereby agrees that it shall take whatever action is necessary to liquidate such Investment to the extent the principal or declare interest (or both) of such Investment is necessary for Purchaser to pay any amounts due and payable to, its shareholders, affiliates under this Agreement or executives any other Program Document (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration incurrence of any breakage, early withdrawal, early termination, or payment other fees or penalties arising on account of dividend such liquidation); (D) all interest and other income generated by such Investment shall be reinvested (subject to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments limitations set forth herein) or paid over to the Subsidiaries Purchaser's Account; and (E) immediately after giving effect to the Subsidiaries may make payments among themselvesmaking of any Investment permitted hereunder, no Default or Event of Default shall have occurred and be continuing; (eg) guarantee the obligations of create, assume, or suffer to exist any other personLien, directly or indirectly, other than obligations permitted on any asset now owned or hereafter acquired by this Subscription Agreementit, including any except Permitted DebtEncumbrances; (fh) enter into create, assume, or become party or subject to incur any dissolution, winding up, reorganization, arrangement or similar transaction or proceedingsDebt, except for (i) Debt to Lender under this Agreement; (ii) Debt evidenced solely by the dissolution or winding-up or liquidation Subordinated Note; (iii) Debt consisting of a non-material Subsidiary deferred taxes; and (iv) Debt resulting from endorsements of negotiable instruments received in the ordinary course of the Corporation’s business as an investment issuer; orbusiness; (gi) engage in issue any equity securities other than to Seller and the conduct Independent Member or permit any Person other than Seller and the Independent Member to own any of its equity securities; (j) relocate its principal place of business or chief executive office, locate its Books and Records relating to the Purchased Receivables at any location other than at Servicer's chief executive office, or open or otherwise acquire actual or beneficial ownership of any business deposit, savings, commodities, or securities account other than the Purchaser's Account or as specifically permitted in connection with the making of Investments in accordance with this Agreement; (k) change its business as existing federal taxpayer identification number; (l) allow or consent to the making or taking of any Deductions respecting any Purchased Receivable, unless Lender is promptly notified of such Deductions (which notice requirement may be met by ensuring that such Deduction is clearly indicated on an IRPF Receivables Report delivered after such Deduction was made or taken); (m) contract or enter into any agreement for any trade receivables or credit insurance or other agreement or transaction to mitigate the risk of nonpayment of any of Purchaser's Accounts Receivables (including, without limitation, any agreement, policy, or transaction prohibited by the terms of the Policy) other than the Policy or purchase any Accounts Receivables other than under the Program in accordance with the Program Documents; (n) use the proceeds of the Advances for any purpose other than for payment of the Purchase Price, payment on the date Subordinated Note, and payment of this Subscription Agreement fees, expenses, and costs directly associated with the maintenance and administration of the Program or except as permitted under Section 5.13(e); (i) suffer or permit dissolution or liquidation either in whole or in part, (ii) redeem or retire any relatedshares of its own membership interests, ancillary (iii) merge or complimentary businessconsolidate with any Person, or (iv) sell, lease, or otherwise transfer all or any part of its assets (but excluding sales of returned, reclaimed, replevined, or repossessed goods represented by a Purchased Receivable, the granting of a security interest to Lender hereunder, and the resale or transfer of Designated Receivables in accordance with the Purchase Agreement) to any other Person.

Additional Negative Covenants. The Corporation hereby covenants and agrees thatNot to, except with without the prior Bank's written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary----------------------------- consent: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash engage in any security of business activities substantially different from the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement;Borrowers' present business. (b) makes liquidate or dissolve the Borrowers' or any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written notice;Borrower's business. (c) pays out enter into any shareholder loans consolidation, merger, pool, joint venture, syndicate, or other Indebtedness to non-arm’s length parties, combination (except in accordance with their terms joint ventures entered into by any Borrower in the ordinary course of its present business) or acquire or purchase a business or its assets. It is provided, however, that the Corporation’s Borrowers may enter into mergers or acquisitions in any fiscal year for an aggregate consideration, including assumption of debt, not in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) so long as in each case: (i) the other business as an investment issuer, or pursuant entity party to the terms merger or acquisition engages in business activities similar or complimentary to the Borrowers' present business activities, (ii) the prior, effective written consent or approval of any Permitted Debtthe other entity's board of directors or equivalent governing body has been obtained, consistent and (iii) the Borrowers have given the Bank at least 30 days' prior written notice of such merger or acquisition and such notice is accompanied by (A) a description of the other entity's business, (B) financial statements showing that the other entity has not incurred a net loss, after taxes and extraordinary items, in excess of One Hundred Thousand Dollars ($100,000) in either of its two most recent fiscal years, and (C) a compliance certificate signed by an authorized financial officer of the Borrowers setting forth information and computations (in sufficient detail) projecting that the Borrowers will be in compliance with past practice (for clarity, without acceleration) all financial covenants at the end of the fiscal quarter during which such merger or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms;acquisition closes and at the end of each fiscal quarter and fiscal year thereafter. (d) except as expressly contemplated or permitted hereunder, make any payment tolease, or declare any amounts payable to, its shareholders, affiliates dispose of all or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders a substantial part of the Corporation’s issued Borrowers' or any Borrower's business or the Borrowers' or any Borrower's assets or enter into any sale and outstanding Common Sharesleaseback agreement covering any of the Borrowers' or any Borrower's fixed or capital assets, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves;except in an aggregate amount not exceeding Three Million Dollars ($3,000,000) in any fiscal year for all Borrowers on any aggregate basis. (e) guarantee the except as permitted under subparagraph (c) immediately above, not to (i) purchase or acquire, or make any commitment to purchase or acquire, any capital stock, equity interest, or any obligations or other securities of any business entity, or (ii) make or commit to make any loan, advance, or other personextension of credit or capital contribution to, directly or indirectlyany other investment in, other than obligations permitted any such entity, unless in conjunction with the ------ formation of a wholly-owned subsidiary by this Subscription Agreement, including any Permitted Debt;Borrower. (f) enter into sell or become party or subject to otherwise dispose of any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except assets for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; orless than fair market value. (g) engage in voluntarily suspend the conduct of Borrowers' or any Borrower's business other for more than its business as existing on the date of this Subscription Agreement or 7 days in any related, ancillary or complimentary business30-day period.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with Without the Agent’s prior written consent of the Investorconsent, so long as any Debentures remain outstanding, it will Borrower shall not, and will ensure that no Subsidiary: (a) except as expressly contemplated enter into any contracts or permitted hereunderagreements with any Person other than the Program Documents or amend, purchaseterminate, buy backsupplement, redeem, retire, repurchase, cancel or otherwise acquire for cash modify any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription AgreementProgram Document; (b) makes any change other than as contemplated in the Program Documents, make payment of dividends to its constating documents stockholder, enter into, or be a party to, any transaction with any Affiliate of Borrower, Servicer, or the Transferor; provided that would reasonably any dividends or tax payments shall be expected paid solely out of the amounts available to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30Borrower under Section 2.08(a)(iv) days prior written noticeand shall be expressly subordinate to the Borrower’s obligations to the Lenders hereunder; (c) pays out create or acquire any shareholder loans Subsidiary or engage in any business other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant than those businesses directly related to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable termsProgram; (d) make Investments in any Person except as expressly contemplated Permitted Investments or permitted hereunderinter-company loans, make provided that any payment to, or declare any such loans shall be made solely out of the amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend available to the holders of Borrower under Section 2.08(a)(iv) and shall be pledged by the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments Borrower to the Subsidiaries and Agent to secure the Subsidiaries may make payments among themselvesObligations hereunder; (e) guarantee the obligations of create any other personLien, directly or indirectly, other than obligations permitted by this Subscription Agreementon any Collateral, including except Permitted Encumbrances, or suffer to exist any lien, directly or indirectly, on any portion of the Collateral, except Permitted DebtEncumbrances, and such Lien is not released within 3 Business days of Borrower being aware thereof; (f) enter into create, assume, or become party or subject to incur any dissolution, winding up, reorganization, arrangement or similar transaction or proceedingsIndebtedness, except for Obligations under this Agreement or otherwise contemplated by the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; orProgram Documents; (g) engage in the conduct issue any membership interests other than to Sanmina-SCI Corporation or permit any Person other than Sanmina-SCI Corporation to own any membership interest; (h) open or otherwise acquire actual or beneficial ownership of any business deposit, savings, commodities, or securities account other than its business as existing on the date Collection Accounts and the Lock-Box; (i) contract or enter into any agreement for any trade receivables or credit insurance or other agreement or transaction to mitigate the risk of this Subscription Agreement nonpayment of any of Assigned Receivable or purchase any Accounts Receivable other than in accordance with the Program Documents; (j) suffer or permit dissolution or liquidation either in whole or in part, (ii) redeem or retire any relatedshares of its own membership interests, ancillary (iii) merge or complimentary businessconsolidate with any Person, or (iv) sell, lease, or otherwise transfer all or any part of the Collateral to any Person, except as contemplated by the Program Documents (but excluding sales of returned, reclaimed, replevined, or repossessed goods represented by an Assigned Receivable).

Additional Negative Covenants. The Corporation hereby covenants and agrees thatSo long as the Notes are outstanding, except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (ai) except create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security of the Corporation (includingforegoing, without limitation optionsand the filing of, warrantsor agreement to give, conversion any financing statement perfecting a security interest under the Uniform Commercial Code or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions comparable law of any securities jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for: (A) the Corporation outstanding Excepted Issuances (as of the date of this Subscription Agreement; defined in Section 12 hereof, (bB) makes any change to its constating documents Liens imposed by law for taxes that would reasonably be expected to are not yet due or are being contested in good faith and for which adequate reserves have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except been established in accordance with their terms generally accepted accounting principles; (C) carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that are being contested in good faith and by appropriate proceedings; (D) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (E) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (F) Liens created with respect to the financing of the purchase of property in the ordinary course of the CorporationCompany’s business as an investment issuer, or pursuant up to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders amount of the Corporation’s issued purchase price of such property; and outstanding Common Shares(G) easements, provided however that the Corporation may make payments to the Subsidiaries zoning restrictions, rights-of-way and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly similar encumbrances on real property imposed by law or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s value of the affected property (each of (B) through (G), a “Permitted Lien”); (ii) amend its certificate of incorporation, by-laws or its charter documents so as to adversely affect any rights of the Subscribers; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay or redeem any financing related debt or pay past due obligations outstanding as of the Closing Date not in the ordinary course of business except as set forth on Schedule 9(o); (v) engage in any transactions with any officer, director, employee or any Affiliate (excluding a Subsidiary) of the Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an investment issuerofficer, director, trustee or partner, in each case in excess of $100,000 other than (i) for payment of salary and bonuses or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company, (iii) for other employee benefits, including stock option agreements under any stock option plan of the Company, and (iv) pursuant to existing contractual agreements; or (gvi) engage in incur any obligation for borrowed money except for the conduct of any business other Excepted Issuances and the Permitted Liens. The Company agrees to provide Subscribers not less than its business as existing on the date of this Subscription Agreement ten (10) days notice prior to becoming obligated to or in any related, ancillary effectuating a Permitted Lien or complimentary businessExcepted Issuance.

Additional Negative Covenants. The Corporation hereby covenants and agrees thatSo long as the Notes are ----------------------------- outstanding, except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a "Lien") upon any of its property, whether now owned or hereafter acquired except for: (i) the Excepted Issuances (as defined in Section 12 hereof, (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers', warehousemen's, mechanics', material men's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of property in the ordinary course of the Corporation’s Company's business as an investment issuer, or pursuant up to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders amount of the Corporation’s issued purchase price of such property; and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (f), a "Permitted Lien") and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes or distribution of the Company's assets; (ii) amend its certificate of incorporation, by-laws or its charter documents so as to adversely affect any rights of the Subscribers; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay or redeem any financing related debt or past due obligations outstanding as of the Closing Date; (v) engage in any transactions with any officer, director, employee or any Affiliate (excluding a Subsidiary) of the Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an investment issuerofficer, director, trustee or partner, in each case in excess of $100,000 other than (i) for payment of salary and bonuses or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company, (iii) for other employee benefits, including stock option agreements under any stock option plan of the Company, and (iv) pursuant to existing contractual agreements; or (gvi) engage in the conduct of any business other Company agrees to provide Subscribers not less than its business as existing on the date of this Subscription Agreement ten (10) days notice prior to becoming obligated to or in any related, ancillary effectuating a Permitted Lien or complimentary businessExcepted Issuance.

Additional Negative Covenants. The Corporation hereby covenants So long as the Notes are outstanding and agrees thatduring the pendency of an Event of Default (as defined in the Note), except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances, (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunderare being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) carriers’, purchasewarehousemen’s, buy backmechanics’, redeemmaterial men’s, retirerepairmen’s and other like Liens imposed by law, repurchasearising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that are being contested in good faith and by appropriate proceedings; (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, cancel unemployment insurance and other social security laws or otherwise acquire for cash any security regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to the financing of the Corporation purchase of new property in the ordinary course of the Company’s business up to the amount of the purchase price of such property, (includingf) easements, without limitation optionszoning restrictions, warrants, conversion or exchange privileges rights-of-way and similar rights encumbrances on real property imposed by law or arising in respect the ordinary course of shares), other than pursuant to business that do not secure any monetary obligations and do not materially detract from the terms and conditions of any securities value of the Corporation outstanding affected property or (g) the Lien created by the Security Agreement dated as of the date of this Subscription AgreementAgreement by and among the Company, China Quantum Communications Ltd., a Cayman Islands corporation, China Biopharma Ltd., a Cayman Islands corporation, and Guang ▇▇▇▇ ▇▇▇▇ ▇▇▇ (China) Co. Ltd., a corporation incorporated in the Peoples Republic of China and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as collateral agent (each of (a) through (g), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (bii) makes amend its certificate of incorporation or bylaws so as to adversely affect any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing rights of the Investor with at least thirty (30) days prior written noticeSubscriber; (ciii) pays out repay, repurchase or offer to repay, repurchase or otherwise acquire or make any shareholder loans dividend or distribution in respect of any of its Common Stock, preferred stock, or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant equity securities other than to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) extent permitted or enters into any transaction with any non-arm’s length parties other than on commercially reasonable termsrequired under the Transaction Documents; (div) except as expressly contemplated prepay any financing related or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuerdebt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $10,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants and agrees thatSo long as the Notes are outstanding, except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a "Lien") upon any of its property, whether now owned or hereafter acquired except for: (i) the Excepted Issuances (as defined in Section 12 hereof, (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effectcarriers', including changes in their respective names without providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans or warehousemen's, mechanics', material men's, repairmen's and other Indebtedness to non-arm’s length partieslike Liens imposed by law, except in accordance with their terms arising in the ordinary course of the Corporation’s business as an investment issuer, and securing obligations that are not overdue by more than 30 days or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable termsthat are being contested in good faith and by appropriate proceedings; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (g) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary business.

Additional Negative Covenants. The Corporation hereby covenants From the date of this Agreement until the earlier of (i) six (6) months from the final Closing or (ii) the effective date of the Registration Statement, the Company will not and agrees thatwill not permit any of its Subsidiaries, except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiaryto directly or indirectly: (ai) except as expressly contemplated engage in any business other than businesses engaged in or permitted hereunderproposed to be engaged in by the Company on the Closing Date or businesses similar thereto; (ii) merge or consolidate with any person or entity (other than mergers of wholly owned subsidiaries into the Company), purchaseor sell, buy back, redeem, retire, repurchase, cancel lease or otherwise acquire for cash any security dispose of its assets other than in the ordinary course of business involving an aggregate consideration of more than ten percent (10%) of the Corporation book value of its assets on a consolidated basis in any 12-month period, or liquidate, dissolve, recapitalize or reorganize; (including, without limitation options, warrants, conversion iii) incur any indebtedness for borrowed money or exchange privileges and similar rights become a guarantor or otherwise contingently liable for any such indebtedness in respect excess of sharesthree million dollars ($3,000,000), other than except for obligations incurred in the ordinary course of business; (iv) enter into any new agreement or make any amendment to any existing agreement, which by its terms would restrict the Company’s performance of its obligations to holders of the Purchased Securities pursuant to the terms and conditions this Agreement or any Transaction Documents; (v) enter into any agreement with any holder or prospective holder of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without Company providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution granting to such holder of registration rights, preemptive rights, special voting rights or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuerprotection against dilution; or (gvi) engage in during the conduct period ending two (2) years from the Initial Closing, re-pay principal, interest or finance charges of any business other than its business as existing kind whatsoever on the date related party debt of this Subscription Agreement approximately $7,700,000 (the “Related Party Debt”) listed on the Company’s financial statements for the quarter ended September 30, 2009, and do hereby guarantee that the related party holders of such debt shall not initiate any actions of default, foreclosure or in any related, ancillary or complimentary businessother form of enforcement arising from the Related Party Debt.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the Without Lender's prior written consent of the Investorconsent, so long as any Debentures remain outstanding, it will Purchaser shall not, and will ensure that no Subsidiary: (a) except as expressly contemplated enter into any contracts or permitted hereunderagreements with any Person other than the Program Documents or amend, purchaseterminate, buy backsupplement, redeem, retire, repurchase, cancel or otherwise acquire for cash modify any security of the Corporation (including, without limitation options, warrants, conversion contract or exchange privileges and similar rights in respect of shares), other than pursuant agreement to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreementwhich it is a party; (b) makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days prior written noticeFiscal Year; (c) pays out other than as contemplated in the Program Documents, enter into, or be a party to, any shareholder transaction with any Affiliate of Purchaser, Servicer, or any Seller; (d) create or acquire any Subsidiary or engage in any business other than those businesses directly related to the Program; (e) declare or make any Restricted Payment; provided that Purchaser may from time to time make a dividend to Buckeye Technologies so long as, at the time of such dividend is made, (i) no Event of Default or Default shall have occurred and be continuing; (ii) after giving effect to such dividend, the Minimum Balance will remain in the Purchaser's Account; (iii) the principal and interest payable on the Subordinated Notes is, in the aggregate, zero; (iv) the dividend is made on a Settlement Date; and (v) the Aggregate Advances at such time are less than or equal to the Borrowing Base; (f) make Investments in any Person except Investments in (i) direct obligations of the United States Government maturing within ninety days; (ii) certificates of deposit issued by a commercial bank whose credit is satisfactory to Lender; (iii) Investments which have been specifically approved in writing from time to time by Lender and, where necessary, all actions necessary to preserve Lender's first priority security interest in the Collateral have been taken, as required by Lender in its discretion; and (iv) loans evidenced by the Subordinated Notes; provided, however, that immediately after giving effect to the making of any Investment permitted hereunder, no Default or other Indebtedness Event of Default shall have occurred and be continuing; (g) create, assume, or suffer to non-arm’s length partiesexist any Lien, directly or indirectly, on any asset now owned or hereafter acquired by it, except in accordance with their terms Permitted Encumbrances; (h) create, assume, or incur any Debt, except (i) Debt to Lender under this Agreement; (ii) Debt evidenced solely by the Subordinated Notes; (iii) Debt consisting of deferred taxes; and (iv) Debt resulting from endorsements of negotiable instruments received in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable termsbusiness; (di) except as expressly contemplated issue any equity securities other than to Buckeye Technologies or permitted hereunderpermit any Person other than Buckeye Technologies to own any of its equity securities; (j) relocate its principal place of business or chief executive office, make locate its Books and Records relating to the Purchased Receivables at any payment tolocation other than at Servicer's chief executive office, or declare open or otherwise acquire actual or beneficial ownership of any amounts payable todeposit, its shareholderssavings, affiliates commodities, or executives (securities account other than commercially reasonable the Purchaser's Account or existing contractual salaries and bonuses as specifically permitted in connection with the ordinary coursemaking of Investments in accordance with this Agreement; (k) change its federal taxpayer identification number; (l) allow or consent to the making or taking of any Deductions respecting any Purchased Receivable, unless Lender is promptly notified of such Deductions (which notice requirement may be met by ensuring that such Deduction is clearly indicated on an IRPF Receivables Report delivered after such Deduction was made or taken), ; (m) contract or enter into any agreement for any trade receivables or credit insurance or other agreement or transaction to mitigate the risk of nonpayment of any of Purchaser's Accounts Receivables (including, without limitation, any agreement, policy, or transaction prohibited by the declaration or payment of dividend to the holders terms of the Corporation’s issued and outstanding Common Shares, provided however that Policy) other than the Corporation may make payments to Policy or purchase any Accounts Receivables other than under the Subsidiaries and Program in accordance with the Subsidiaries may make payments among themselvesProgram Documents; (en) guarantee use the obligations proceeds of the Advances for any other person, directly or indirectly, purpose other than obligations payment on the Subordinated Notes and payment of fees, expenses, and costs directly associated with the maintenance and administration of the Program or except as permitted by this Subscription Agreement, including any Permitted Debtunder Section 5.13(e); (fi) enter into suffer or become party permit dissolution or subject liquidation either in whole or in part, (ii) redeem or retire any shares of its own stock, (iii) merge or consolidate with any Person, or (iv) sell, lease, or otherwise transfer all or any part of its assets (but excluding sales of returned, reclaimed, replevined, or repossessed goods represented by a Purchased Receivable, the granting of a security interest to Lender hereunder, and the resale or transfer of Recourse Receivables in accordance with the Purchase Agreement) to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (g) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary businessPerson.

Additional Negative Covenants. The Corporation hereby covenants and agrees thatSo long as the Notes are outstanding, except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for: (i) the Excepted Issuances (as defined in Section 12 hereof, (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of property in the ordinary course of the CorporationCompany’s business as an investment issuer, or pursuant up to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders amount of the Corporation’s issued purchase price of such property; and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporationvalue of the affected property (each of (a) through (f), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes or distribution of the Company’s business assets; (ii) amend its certificate of incorporation, by-laws or its charter documents so as to adversely affect any rights of the Subscribers; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay or redeem any financing related debt or past due obligations outstanding as of the Closing Date; (v) engage in any transactions with any officer, director, employee or any Affiliate (excluding a Subsidiary) of the Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an investment issuerofficer, director, trustee or partner, in each case in excess of $100,000 other than (i) for payment of salary and bonuses or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company, (iii) for other employee benefits, including stock option agreements under any stock option plan of the Company, and (iv) pursuant to existing contractual agreements; or (gvi) engage in the conduct of any business other Company agrees to provide Subscribers not less than its business as existing on the date of this Subscription Agreement ten (10) days notice prior to becoming obligated to or in any related, ancillary effectuating a Permitted Lien or complimentary businessExcepted Issuance.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of From the date of this Subscription Agreement;Agreement and until the sooner of (i) two (2) years after the Closing Date, or (ii) until the Preferred Stock is no longer outstanding, without the consent of the Subscribers, the Company will not and will not permit any of its Subsidiaries to directly or indirectly: (bi) makes create, incur, assume or suffer to exist any change to its constating documents that would reasonably be expected to have a Material Adverse Effectpledge, including changes in their respective names without providing the Investor with at least thirty (30) days prior written notice; (c) pays out any shareholder loans hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other Indebtedness security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to non-arm’s length partiesgive, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for: (A) the Excepted Issuances (as defined in Section 12 hereof, (B) Liens imposed by law for taxes that are not yet due or are being contested in good faith and for which adequate reserves have been established in accordance with their terms generally accepted accounting principles; (C) carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that are being contested in good faith and by appropriate proceedings; (D) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (E) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (F) Liens created with respect to the financing of the purchase of property in the ordinary course of the CorporationCompany’s business as an investment issuer, or pursuant up to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders amount of the Corporation’s issued purchase price of such property; and outstanding Common Shares(G) easements, provided however that the Corporation may make payments to the Subsidiaries zoning restrictions, rights-of-way and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly similar encumbrances on real property imposed by law or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (B) through (G), a “Permitted Lien”); (ii) amend its certificate of incorporation, by-laws or its charter documents so as to adversely affect any rights of the Subscribers; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay or redeem any financing related debt or pay past due obligations outstanding as of the Closing Date not in the ordinary course of business; (v) engage in any transactions with any officer, director, employee or any Affiliate (excluding a Subsidiary) of the Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an investment issuerofficer, director, trustee or partner, in each case in excess of $100,000 other than (i) for payment of salary and bonuses or consulting fees for services, (ii) reimbursement for expenses incurred on behalf of the Company, (iii) for other employee benefits, including stock option agreements under any stock option plan of the Company, and (iv) pursuant to existing contractual agreements; or (gvi) engage in incur any obligation for borrowed money except for the conduct of any business other Excepted Issuances and the Permitted Liens. The Company agrees to provide Subscribers not less than its business as existing on the date of this Subscription Agreement ten (10) days notice prior to becoming obligated to or in any related, ancillary effectuating a Permitted Lien or complimentary businessExcepted Issuance.

Additional Negative Covenants. The Corporation hereby covenants So long as at least twenty-five percent (25%) of the principal amount of the Notes issued on each Closing Date is outstanding and agrees thatduring the pendency of an Event of Default (as defined in the Note), except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances, (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the CorporationCompany’s business as an investment issuer, or pursuant up to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders amount of the Corporation’s issued and outstanding Common Sharespurchase price of such property, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property or (g) a Lien described on Schedule 6.1 to the Security Agreement (each of (a) through (g), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related or other outstanding debt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $10,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants So long as the Notes are outstanding and agrees thatduring the pendency of an Event of Default (as defined in the Note), except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances, (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the CorporationCompany’s business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (f), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related or other outstanding debt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $10,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby covenants So long as the Notes are outstanding and agrees thatduring the pendency of an Event of Default (as defined in the Note), except with without the prior written consent of the InvestorSubscriber, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances [as defined on Schedule 9(n)], (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the CorporationCompany’s business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (g), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation or bylaws so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents or as described on Schedule 9(n) subpart (vi); (iv) prepay any financing related or other outstanding debt obligations except as described on Schedule 9(n), subpart (vi); or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $50,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.

Additional Negative Covenants. The Corporation hereby So long as any Series A Preferred Shares are outstanding, the Company covenants and agrees that, except with the prior written consent of Investor and its Permitted Transferees that the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no SubsidiaryCompany or its Subsidiaries will: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security without the prior approval of the Corporation holders of the Consenting Holder, not enter into or effect (includingi) any business combination transaction (including a merger, without limitation options, warrants, conversion sale of securities or exchange privileges and similar rights in respect sale of sharessubstantially all of the assets of such Person), other than pursuant to (ii) any Listing or (iii) any Liquidation Event until the terms and conditions of any securities five (5) year anniversary of the Corporation outstanding as Effective Date, subject to Strike Out provisions in accordance with Section 7.1(e) of the date of this Subscription Securities Purchase Agreement; (b) makes without the prior approval of the Consenting Holder, provided that the Investor and its Permitted Transferees hold in the aggregate 30% of the issued and outstanding equity interest in the Company (on an as-converted basis), not take any change to its constating documents action that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty require shareholder consent (30) days prior written noticeexcluding any Board elections); (c) pays out require the repurchase of Series B Convertible Preferred Units, Common Units (as defined in the Form of Amended Partnership Agreement), or Series C Preferred Shares if a sale, acquisition, merger, consolidation or any shareholder loans similar business combination transactions with another corporation or other Indebtedness to non-arm’s length partiesentity, except Listing or a Liquidation Event commenced in accordance with their terms Section 6.1 is initiated by the Investor but not approved by the Company’s stockholders, at a repurchase price of the greater of (i) liquidation value of such securities plus any accrued and unpaid dividends, and (ii) the distribution provisions as set forth in the ordinary course Organizational Documents of the Corporation’s business Company or the Partnership, as an investment issuer, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms;applicable; and (d) except require the repurchase of Series B Convertible Preferred Units, Common Units (as expressly contemplated or permitted hereunder, make any payment todefined in the Partnership Agreement of the Partnership), or declare Series C Preferred Shares if a sale, acquisition, merger, consolidation or any amounts payable tosimilar business combination transactions with another corporation or other entity, its shareholdersListing or a Liquidation Event is approved by the Board but not approved by the Company’s stockholders, affiliates or executives at a repurchase price of the greater of (other than commercially reasonable or existing contractual salaries i) liquidation value of such securities plus any accrued and bonuses unpaid dividends, and (ii) the distribution provisions as set forth in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders Organizational Documents of the Corporation’s issued and outstanding Common SharesCompany or the Partnership, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary in the ordinary course of the Corporation’s business as an investment issuer; or (g) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary businessapplicable.

Additional Negative Covenants. The Corporation hereby covenants So long as the Notes are outstanding and agrees thatduring the pendency of an Event of Default (as defined in the Note), except with without the prior written consent of the InvestorSubscribers, so long as any Debentures remain outstanding, it the Company will not, not and will ensure that no Subsidiarynot permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a "Lien") upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances, (ii) (a) except as expressly contemplated Liens imposed by law for taxes that are not yet due or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire are being contested in good faith and for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights which adequate reserves have been established in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers', warehousemen's, mechanics', material men's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the Corporation’s Company's business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (f), a "Permitted Lien") (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the payment of the Notes; (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related or other outstanding debt obligations; or (g) engage in the conduct of any business other than its business as existing on the date of this Subscription Agreement or in any related, ancillary or complimentary business.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures or any Warrants remain outstanding, it will not, and will ensure that no Subsidiary: (a) 6.4.1 except as expressly contemplated or permitted hereunder, purchase, buy buys back, redeemredeems, retireretires, repurchaserepurchases, cancel cancels or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement; (b) 6.4.2 makes any change to its constating documents that would reasonably be expected to have a Material Adverse Effect, including changes in their respective names without providing the Investor with at least thirty (30) days days’ prior written notice; (c) 6.4.3 pays out any shareholder loans or other Indebtedness to non-arm’s length parties, except in accordance with their terms in the ordinary course of the Corporation’s business as an investment issuer, or pursuant to the terms of any Permitted Debtbusiness, consistent with past practice practices (for clarity, without acceleration) ), or enters into any transaction with any non-arm’s length parties other than on commercially reasonable unreasonable terms; (d) 6.4.4 except as expressly contemplated or permitted hereunder, make any payment to, or declare declares any amounts payable to, its shareholders, affiliates Affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary coursecourse of the Corporation’s business), including, without limitation, the declaration or payment of any dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) 6.4.5 guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including and the Investment and any Permitted Debt; (f) 6.4.6 enter into or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary which is not a Material Subsidiary in the ordinary course of the Corporation’s business as an investment issuerbusiness; or (g) 6.4.7 engage in the or conduct of any business other than its business as currently conducted and existing on the date of this Subscription Agreement or Agreement, except in any related, ancillary or complimentary business.

Additional Negative Covenants. The Corporation hereby covenants and agrees that, except with the prior written consent of the Investor, so long as any Debentures remain outstanding, it will not, and will ensure that no Subsidiary: (a) except as expressly contemplated or permitted hereunder, purchase, buy back, redeem, retire, repurchase, cancel or otherwise acquire for cash any security of the Corporation (including, without limitation options, warrants, conversion or exchange privileges and similar rights in respect of shares), other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of From the date of this Subscription Agreement;Agreement and until the sooner of (i) two (2) years after the Second Closing Date, or (ii) until all the Shares and Warrants Shares have been resold or transferred by all the Subscribers pursuant to the Registration Statement or pursuant to Rule 144, without regard to volume limitations, without the consent of the Subscribers, the Company will not and will not permit any of its Subsidiaries to directly or indirectly: (i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a "Lien") upon any of its property, whether now owned or hereafter acquired except for (i) the Excepted Issuances (as defined in Section 12(a) hereof), (ii) (a) Liens imposed by law for taxes that are not yet due or are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) makes any change to its constating documents carriers', warehousemen's, mechanics', material men's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that would reasonably be expected to have a Material Adverse Effect, including changes are not overdue by more than 30 days or that are being contested in their respective names without providing the Investor with at least thirty (30) days prior written notice; good faith and by appropriate proceedings; (c) pays out any shareholder loans pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Indebtedness obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to non-arm’s length parties, except in accordance with their terms the financing of the purchase of new property in the ordinary course of the Corporation’s Company's business as an investment issuerup to the amount of the purchase price of such property, or pursuant to the terms of any Permitted Debt, consistent with past practice (for clarity, without acceleration) or enters into any transaction with any non-arm’s length parties other than on commercially reasonable terms; (d) except as expressly contemplated or permitted hereunder, make any payment to, or declare any amounts payable to, its shareholders, affiliates or executives (other than commercially reasonable or existing contractual salaries and bonuses in the ordinary course), including, without limitation, the declaration or payment of dividend to the holders of the Corporation’s issued and outstanding Common Shares, provided however that the Corporation may make payments to the Subsidiaries and the Subsidiaries may make payments among themselves; (e) guarantee the obligations of any other person, directly or indirectly, other than obligations permitted by this Subscription Agreement, including any Permitted Debt; (f) enter into easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or become party or subject to any dissolution, winding up, reorganization, arrangement or similar transaction or proceedings, except for the dissolution or winding-up or liquidation of a non-material Subsidiary arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the Corporation’s business value of the affected property (each of (a) through (f), a "Permitted Lien"); (ii) amend its certificate of incorporation, bylaws or its charter documents so as an investment issuerto adversely affect any rights of the Subscriber; (iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity securities other than to the extent permitted or required under the Transaction Documents; (iv) prepay any financing related or other outstanding debt obligations; or (gv) engage in any transactions with any officer, director, employee or any Affiliate of the conduct Company, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any business officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $50,000 other than its business as existing (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the date Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of this Subscription Agreement or in any related, ancillary or complimentary businessthe Company.