Distributions; Investments. (a) Pay any dividends or make any distribution or payment in respect of, or redeem, retire or purchase any Equity Interests provided that # Borrower Representative may convert any of its convertible Equity Interests (including warrants) into other Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, # Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of such Subordinated Debt and to the extent permitted under the terms of the applicable subordination or intercreditor agreement with Bank, # Borrower Representative may pay dividends solely in Equity Interests of Borrower Representative, # Borrower Representative may make cash payments in lieu of fractional shares, # any Subsidiary may pay dividends or make any other distribution to a Loan Party and # Borrower Representative may repurchase the Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements or similar agreements approved by Borrower Representative’s Board, provided that # no Event of Default exists at the time of such repurchase and no Event of Default would result therefrom, # the aggregate amount of all such repurchases does not exceed $250,000 per fiscal year, and # such payment or distribution is permitted under and is made in compliance with all applicable laws; or # directly or indirectly make any Investment other than Permitted Investments.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock, provided that # Borrower may make payments in cash for any fractional units in connection with the exercise or conversion of warrants or other securities in an amount not to exceed Fifty Thousand Dollars ($50,000.00) per fiscal year, # ISR Borrower and any other Subsidiary may make dividends or distributions to US Borrower, and # Borrower may repurchase the stock of former employees, officers, directors or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed One Hundred Fifty Thousand Dollars ($150,000.00) per fiscal year; or # directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock, provided that # Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof; # Borrower may pay dividends solely in common stock; and # Borrower may repurchase the stock of former employees, officers, directors or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) per fiscal year; or # directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment in respect of its Equity Interests or redeem, retire or purchase any of its Equity Interests provided that # Borrower Representative may convert any of its convertible Equity Interests (including warrants) into other Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, # Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of such Subordinated Debt and to the extent permitted under the terms of the applicable subordination or intercreditor agreement with Agent; # any Borrower or Subsidiary thereof may pay dividends solely in Equity Interests of such Borrower or Subsidiary, and any Subsidiary may pay cash distributions to a Loan Party; # Borrower Representative may make cash payments in lieu of fractional shares; and # Borrower Representative may repurchase the Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements approved by the Board, provided that the aggregate amount of all such repurchases does not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year; or # directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments. Notwithstanding the foregoing, Loan Parties shall be permitted to make the repurchases pursuant to [clause (iv) above] expressly permitted above only if, at such time, and immediately after giving effect thereto: # no Default or Event of Default, exists or could reasonably be expected to occur, # each Loan Party is solvent, and # such payment or distribution is permitted under and is made in compliance with all applicable laws.

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock except that Borrower or any Subsidiary may # repurchase the stock of current or former employees, directors or consultants pursuant to stock repurchase agreements or stock purchase plans so long as such repurchases do not exceed ​ in the aggregate per fiscal year, # repurchase the stock of current or former employees, directors or consultants pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees regardless of whether an Event of Default exists, # convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, # purchase for value of any rights distributed in connection with any stockholder rights plan, # purchases of capital stock or options to acquire such capital stock with the proceeds received from a substantially concurrent issuance of capital stock or convertible securities; # purchases of capital stock pledged as collateral for loans to employees; # purchases of capital stock in connection with # the exercise of stock options or stock appreciation rights or # the satisfaction of withholding tax obligations; in each case, by way of cashless (or, “net”) exercise; and # cash payments in lieu of the issuance of fractional shares upon conversion of convertible securities; or # directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any Equity Interests; provided, that # Borrower Representative may convert any of its convertible Equity Interests (including warrants) into other Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, # Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of such Subordinated Debt and to the extent permitted under the terms of the applicable subordination or intercreditor agreement; # any Borrower or Subsidiary thereof may pay dividends solely in Equity Interests of such Borrower or Subsidiary; # Borrower Representative may make cash payments in lieu of fractional shares; # Borrower Representative may # repurchase the Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements approved by Borrower Representative’s Board and # purchase Equity Interests in connection with the exercise of stock options through a cashless exercise, in each case so long as an Event of Default does not exist at the time of such repurchase or purchase, as applicable, and would not exist after giving effect to such repurchase or purchase, as applicable; provided, that the aggregate amount of all such repurchases and purchases under this clause (v) does not exceed $250,000 per fiscal year; and # Borrower Representative may repurchase the Equity Interests issued by Borrower Representative to former employees, consultants or directors pursuant to stock repurchase agreements approved by Borrower Representative’s Board where the sole consideration for the repurchase is the cancellation of indebtedness owed by such former employees, consultants or directors to Borrower Representative regardless of whether and Event of Default exists; provided, that the aggregate amount of all such cancelled indebtedness does not exceed $250,000 in the aggregate; or # directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments. Notwithstanding the foregoing, Loan Parties shall be permitted to make the repurchases, payments or distributions expressly permitted above only if, at such time, and immediately after giving effect thereto: # no Default or Event of Default, exists or could reasonably be expected to occur, # each Loan Party is solvent, and # such payment or distribution is permitted under and is made in compliance with all applicable laws.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of Borrower or any Guarantor’s capital stock, provided that # Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, # Borrower may pay dividends or distributions solely in common stock; # Borrower may repurchase the stock of former employees, directors, officers or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed Seven Hundred Thousand Dollars ($700,000.00) per fiscal year, # Borrower may purchase capital stock or options to acquire such capital stock, so long as such purchase is funded with the proceeds received from a concurrent issuance of capital stock or convertible securities and so long as an Event of Default does not exist at the time of such purchase and would not exist after giving effect to such purchase, # Borrower may make purchases of capital stock in connection with the exercise of stock options or stock appreciation by way of a cashless exercise, # Borrower may make payments with respect to capital stock issued to employees, directors, officers or consultants pursuant to stock option plans or similar employee benefit arrangements entered into in the ordinary course of business and subject to standard industry practice, provided that the aggregate amount of all such payments does not exceed One Hundred Thousand Dollars ($100,000.00) per fiscal year, and # Borrower may make purchases of fractional shares of capital stock arising out of stock dividends, splits or combinations or business combinations, provided that the aggregate amount of all such purchases does not exceed Fifty Thousand Dollars ($50,000.00) per fiscal year or # directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that Borrower may # convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, # pay dividends solely in common stock; and # repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided that the aggregate amount of all such repurchases does not exceed One Hundred Thousand Dollars ($100,000) per fiscal year; or # directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock or dividends by a Subsidiary of Borrower to Borrower) or make any other distribution or payment on account of or in redemption, retirement or purchase of any capital stock in cash, except that Borrower may # repurchase the stock of former employees, consultants and directors pursuant to stock repurchase agreements entered into by Borrower in the ordinary course of business, as long as an Event of Default does not exist and is not continuing prior to such repurchase or would not exist after giving effect to such repurchase, and # repurchase the stock of former employees, consultants and directors pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees to Borrower regardless of whether an Event of Default exists; not to exceed Five Hundred Thousand Dollars ($500,000.00) in the aggregate per fiscal year for (i) and (ii), above; or # directly or indirectly make any Investment other than Permitted Investments or permit any of its Subsidiaries to do so.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock, provided that # Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, # Borrower may pay dividends solely in common stock; # Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed One Hundred Thousand Dollars ($100,000.00) per fiscal year; and # make cash payments in lieu of fractional shares upon conversion of convertible securities, stock splits, stock combinations, and business combinations, in an amount not to exceed Ten Thousand Dollars ($10,000.00) in the aggregate; or # directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.