Letter Kk

Capitalized terms used however not defined herein shall be used to check with any merchandise included inside the definition of such time period beneath any Note, together with if such term is outlined in such Note merely by reference to such definition in the Purchase Agreement. The Board of Directors of the Company has approved the foregoing irrevocable instructions and does hereby prolong the Company’s irrevocable settlement to indemnify your agency for all loss, liability or expense in finishing up the authority and path herein contained on the terms herein set forth. as defined in Rule 144 and must be issued to such Purchaser with or with none restrictive legend, as set forth in such opinion; and the number of shares to be issued is less than 9.99% of the entire issued Common Stock).

Such Grantor shall not, other than in the strange course of business, grant any extension of the time of cost of any account, compromise or settle any account for less than the total quantity thereof, release, wholly or partially, any Person answerable for the cost of any account, allow any credit score or discount on any account or amend, complement or modify any account in any manner that would adversely affect the worth thereof. Cash Distributions with respect to Pledged Collateral. Except as offered in Article V, such Grantor shall be entitled to obtain all money distributions paid in respect of the Pledged Collateral. Such Grantor shall ship to the Purchaser Agent, in suitable kind for switch and in type and substance passable to the Purchaser Agent, all Pledged Certificated Stock, all Pledged Debt Instruments and all certificates and devices evidencing Pledged Investment Property and maintain all Pledged Uncertificated Stock of a sort that may be maintained in a securities account and all other Pledged Investment Property in a securities account topic to a Control Agreement.

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customary type, is efficient under the Securities Act, registering the resale of such Conversion Shares or Warrant Shares by such safety holder and names such holder as a promoting security holder thereunder, and such registration assertion is fairly acceptable such holder. Each Company Party hereby authorizes the Purchasers to answer ordinary and customary credit score inquiries from third events regarding any Company Party. If and as applicable, the Company shall well timed file all stories required to be filed by the Company after the date hereof pursuant to the Exchange Act and the Company shall meet the current public data necessities of Rule 144 underneath the Securities Act as of the tip of the interval in query. Notwithstanding the foregoing, this Section four.13 shall not apply in respect of an Exempt Issuance. At first, every Purchaser shall first have the best to purchase its Pro Rata Portion of the Participation Maximum. If some Purchasers have declined to take part in such Subsequent Financing, and some portion of the Participation Maximum stays https://www.timeslive.co.ke/handles/best-way-to-burn-love-handles.html unallocated, each Purchaser having agreed to take part above its present allocation shall be allotted its Pro Rata Portion of the next dollar – and so forth and so forth until the Participation Maximum shall be fully allocated or all Purchasers shall have been given their desired allocation in full. For so long as any of the Notes remain outstanding, upon any issuance by the Company of Common Stock, Common Stock Equivalents or other Indebtedness or different securities, whether for cash consideration or a combination of units thereof (a “Subsequent Financing”), each Purchaser with outstanding Notes shall have the proper to take part as much as its Pro Rata Portion of a share of such Subsequent Financing equal to, within the aggregate for all Purchasers, 100% (one hundred%) in case of any offering (the “Participation Maximum”) on the same terms, conditions and price supplied for in the Subsequent Financing.

“Patents” means all rights, title and interests arising underneath any Regulation in or relating to any and all patents and patent functions and all inventions and improvements described and claimed therein, and all rights similar to any of the foregoing all through the world. “IP License” means all agreements, licenses and different maritalaffair co uk documentation , whether or not written or oral, granting any proper title and curiosity in or relating to any Intellectual Property. “Internet Domain Names” means all rights, title and pursuits arising beneath any Regulation in or regarding Internet domains.

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The Borrower won’t use, directly or not directly, any part of the proceeds of any Note hereunder to fund, and none of the Borrower or its Related Parties, both directly or indirectly , are engaged in any operations involving, the financing of any investments or activities in, or any funds to, a Sanctioned Person. The Company has not knowingly granted, and there’s no and has been no Company coverage or follow to knowingly grant, stock choices previous to, or otherwise knowingly coordinate the grant of stock options with, the discharge or different public announcement of material info relating to the Company or its Subsidiaries or their financial results or prospects. No Disagreements with Accountants and Lawyers. There are not any disagreements of any sort presently current, or reasonably anticipated by any Company Party to arise, between the Company and the accountants and legal professionals previously or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which may have an effect on the Company’s ability to perform any of its obligations beneath any of the Transaction Documents.

Subject to the terms of this Agreement, all reasonable fees and bills of the Indemnified Party shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and bills applicable to such actions for which such Indemnified Party is finally decided by a courtroom of competent jurisdiction not to be entitled to indemnification hereunder. If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement and relevant regulation, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder might request. Subject to the phrases of this Agreement, the Company hereby consents to the use of such Prospectus and each modification or supplement thereto by every of the selling Holders in reference to the providing and sale of the Registrable Securities covered by such Prospectus and any modification or complement thereto, besides after the giving of any discover pursuant to Section three. Furnish to the Holders, with out cost, a minimum of one conformed copy of each such Registration Statement and every amendment thereto, together with monetary statements and schedules, all documents included or deemed to be incorporated therein by reference to the extent requested by such Person, and all displays to the extent requested by such Person promptly after the submitting of such paperwork with the Commission; provided, that any such merchandise which is out there on the EDGAR system needn’t be furnished in physical type. “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted every so often, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. “Registration Statement” means any registration statement required to be filed hereunder pursuant to Section 2 and any further registration statements contemplated by Section 2 or Section 3, including the Prospectus, amendments and supplements to any such registration assertion or Prospectus, including pre- and submit-efficient amendments, all displays thereto, and all materials incorporated by reference or deemed to be incorporated by reference in any such registration statement. “Filing Date” means, with respect to the Initial Registration Statement required hereunder, the 60th calendar day following the initial Closing Date and, with respect to any extra Registration Statements which can be required pursuant to Section 2 or Section three, the earliest practical date on which the Company is permitted by SEC Guidance to file such further Registration Statement related to the Registrable Securities.

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The Company and the Holder shall trigger such funding financial institution to determine the decision of such dispute and notify the Company and the Holder of such resolution no later than ten Business Days immediately following the Dispute Submission Deadline. The fees and bills of such funding financial institution shall be borne solely by the Company, and such funding bank’s resolution of such dispute shall be last and binding upon all parties absent manifest error. Except as otherwise provided herein, the provisions of this Warrant could also be amended and the Company could take any motion herein prohibited or omit to carry out any act herein required to be carried out by it, only if the Company has obtained the written consent of the Holder. No waiver shall be efficient until it’s in writing and signed by a licensed representative of the waiving get together. Upon receipt by the Company of evidence moderately passable to the Company of the loss, theft, destruction or mutilation of this Warrant , and, in the case of loss, theft or destruction, of any indemnification endeavor by the Holder to the Company in customary and cheap type and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a brand new Warrant (in accordance with Section 7) representing the best to purchase the Warrant Shares then underlying this Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith concern and ship upon the order of the Holder a brand new Warrant (in accordance with Section 7), registered as the Holder could request, representing the best to purchase the variety of Warrant Shares being transferred by the Holder and, if less than the entire variety of Warrant Shares then underlying this Warrant is being transferred, a brand new Warrant (in accordance with Section 7) to the Holder representing the right to purchase the variety of Warrant Shares not being transferred. Except for the stock cut up contemplated by Section 4.10 of the Purchase Agreement, notwithstanding some other provision in this Warrant, for as long as the Notes are excellent, the Company could not impact a reverse cut up of its Capital Stock without the prior written consent of the Purchasers.

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The capability to convert the Notes in a timely manner is a fabric obligation of the Company pursuant to the phrases of each of the Securities Purchase Agreement and the Notes. We agreed to maintain this prospectus efficient until the earliest of one year from the date the Registration Statement is declared efficient by the Commission, the date on which the securities could also be resold by the Selling Stockholders with out registration and with out regard to any quantity or method-of-sale limitations by cause of Rule one hundred forty four, without the requirement for the Company to be in compliance with the present public info beneath Rule one hundred forty four underneath the Securities Act or another rule of similar impact or the date on which all the securities have been sold pursuant to this prospectus or Rule one hundred forty four underneath the Securities Act or another rule of comparable effect. The resale securities might be bought only via registered or licensed brokers or dealers if required underneath applicable state securities legal guidelines. In addition, in sure states, the resale securities coated hereby is probably not offered unless they have been registered or certified on the market within the relevant state or an exemption from the registration or qualification requirement is on the market and is complied with.

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change its authorized name or organizational identification number, if any, or company, limited legal responsibility firm, partnership or other organizational structure to such an extent that any financing assertion filed in connection with this Agreement would turn into deceptive. To ensure that any of the Excluded Property set forth in clause of the definition of “Excluded Property” turns into a part of the Collateral, such Grantor shall use its greatest efforts to acquire any required consents from any Person with respect to any Permit or Contractual Obligation with such Person entered into by such Grantor that requires such consent as a situation to the creation by such Grantor of a Lien on all or a part of such Excluded Property. Such Grantor shall furnish to the Purchaser Agent every so often updates to the Disclosure Certificate and different lists, schedules and different documentation as may be requested by the Purchaser Agent further figuring out and describing the Collateral and such other documentation in connection with the Collateral because the Purchaser Agent might reasonably request, all in cheap detail and in form and substance satisfactory to the Purchaser Agent. Such Grantor shall not use or permit any Collateral to be used unlawfully or in violation of any provision of any Transaction Document, any Regulation or any coverage of insurance covering the Collateral and not enter into any agreement, obligation or endeavor proscribing the proper or capacity of such Grantor or the Purchaser Agent to enter into an Asset Sale, if such restriction would have a Material Adverse Effect. 3.eleven Representations and Warranties of the Purchase Agreement The representations and warranties as to such Grantor and its Subsidiaries made by the Company in Section 3 of the Purchase Agreement are true and proper on every date as required by the Purchase Agreement. The Pledged Stock pledged by such Grantor hereunder is set forth on the Disclosure Certificate and constitutes that share of the issued and excellent equity of all classes of every issuer thereof as set forth on the Disclosure Certificate, has been duly authorized, validly issued and is totally paid and nonassessable and constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its phrases. Except as set forth in this Section three.2, all actions by every Grantor essential or desirable to guard and perfect the Lien granted hereunder on the Collateral have been duly taken.

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If any Company Party shall fail to discharge any covenant, responsibility or obligation hereunder or underneath any of the other Transaction Documents, each Purchaser could, in its discretion at any time, for the account and at the expense of the Company Parties collectively and severally, pay any quantity or do any act required of such Company Party hereunder or beneath any of the other Transaction Documents or otherwise lawfully requested by any Purchaser (together with buying-in Securities within the principal Trading Market of the Securities in case of failure by the Company to deliver Convertible Securities). All costs and expenses incurred by any Purchaser in connection with the taking of any such action shall be reimbursed to such Purchaser by the Company Party on demand with curiosity at the highest interest rate applicable to quantities due beneath the Notes of such Purchaser from the date such payment is made or such costs or expenses are incurred to the date of payment thereof. Any payment made or other motion taken by any Purchaser under this clause shall be with out prejudice to any proper to say, and with out waiver of, any breach of any Transaction Document and with out prejudice to any Purchaser Party’s right to proceed thereafter as provided herein or in any of the other Transaction Documents. all costs, charges and expenses, together with cheap attorneys’ charges and prices of settlement, incurred by any Purchaser in imposing any obligation owed hereunder of or in accumulating any funds due from any Company Party hereunder or beneath the opposite Transaction Documents or in connection with any negotiations, reviews, refinancing or restructuring of the credit score preparations offered hereunder, including within the nature of a “work out” or pursuant to any insolvency or bankruptcy circumstances or proceedings. The shares of Common Stock are buying and selling on the OTC Markets Group Inc. PINK Trading Market and all the shares issuable pursuant to the Transaction Documents are listed or quoted for buying and selling on such Trading Market . The Company shall use its finest efforts to make sure that such shares continue, with out limitation, to be listed or quoted for buying and selling on such Trading Market.

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