The Company will use the proceeds from the sale of the Securities to fund the Company’s working capital, provided that proceeds from the First Closing shall be first applied to satisfying all obligations related to filing the Delinquent Filing in compliance with Section 4(z) below. Further, the Company will use the proceeds from the sale of the Securities to satisfy in full and pay off those certain liabilities and obligations set forth on Schedule 3(m) attached hereto. Except as set forth on Schedule 4(b) , the Company shall not use such proceeds, at any time, to repay indebtedness, to lend money, to give credit, or to advance funds to any of its officers, directors, employees, or affiliates.