The Company shall not use any of the net proceeds from the sale of the Debenture for: (a) the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) the redemption of any Common Stock or Common Stock Equivalents or (c) the settlement of any litigation. From the Purchaser’s First Closing Subscription Amount, the Purchaser may withhold up to $10,000 in order to pay the fees due its counsel.