The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and payment of up to $700,000 of Diagnostics debt, and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s other debt, (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.