Schedule 4.4 sets forth a detailed list of the use of proceeds, which shall include, among other things, the purchase of the bearer bond held by VR Equitypartner GmbH and the payment in full of all amounts owed by the Company to Hannoversche Volksbank. It is anticipated that a portion of the proceeds of the Note will be not be paid to the Company but will instead be paid by the Purchaser directly to VR Equitypartner GmbH to acquire the bearer bond held by VR Equitypartner GmbH. Immediately after acquisition of the bearer bond, the Purchaser shall assign the bearer bond to the Company. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital and capital expenditures related to sales and marketing and application expansion and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s Indebtedness (other than as set forth on Schedule 4.4 hereto, the payment of trade payables in the ordinary course of the Company’s business and prior practices and other than ordinary course payments of principal and interest on the Company’s outstanding secured promissory notes), or (b) for separation payments other than an aggregate of $150,929.72 in connection with a termination or separation of from the Company of Michaela Ott and Michael Ott. The only Indebtedness of the Company outstanding after the Closing shall be Permitted Indebtedness.