Except as set forth on Schedule 4.9 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for (i) financing the Company’s purchase all of the issued and outstanding membership interests of Logicmark LLC (“Logicmark”), pursuant to that certain Interest Purchase Agreement, dated May 17, 2016, among Logicmark, the members of Logicmark and the Company, and (ii) working capital purposes; and shall not use such proceeds: (a) for 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) 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.