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• c) Preserve, protect and maintain its corporate existence, its rights, franchises and privileges; <br /> and all properties necessary or useful to the proper conduct of its business. <br /> d) Submit all reports required under section 1202 (2)(1)(2) of the Internal Revenue Service <br /> Code and the regulations promulgated thereunder. <br /> e) Submit all reports required to comply with appropriate state and local laws and ordinances <br /> f) Cause all key employees to execute and deliver non-competition, non-solicitation, non-hire, <br /> nondisclosure and assignment of inventions agreements for a term of their employment with the <br /> Company plus one year in a form reasonable and acceptable to the Board of Directors. <br /> g) Not enter into related party transactions without the consent of a majority of the disinterested <br /> directors. <br /> h) Reimburse all reasonable out-of-pocket expenses of the Series A Preferred Stock Directors. <br /> i) Executive compensation and bonus packages will be determined by a three fourths vote of <br /> the Board of Directors. <br /> Finance Statements and Reporting: <br /> SolarAttic Inc. will provide al information and materials, including without limitation, all internal <br /> • management documents reports of operations, reports of adverse developments, copies of any <br /> management letters, communications with shareholders or directors, and press releases and <br /> registration statements, as well as access to all senior managers as requested by holders of <br /> Series A Preferred Stock. In addition, the company will provide the holders of Series A <br /> Preferred Stock with unaudited monthly and quarterly and audited yearly financial statements, <br /> as well as an annual budget. <br /> Redemption <br /> The management of the company agrees to repurchase SBS Capital Fund stock at the option <br /> of SBS Capital Fund in accordance with the following schedule: <br /> SolarAttic Inc. agrees to repurchase Series A Preferred Stock held by SBS Capital Fund for <br /> $6.00 per share, tendered after the completion of the fifth year. Such tender decisions shall be <br /> solely at the discretion of SBS Capital Fund. <br /> In the event of liquidation, Class A Preferred Shares shall be redeemed at liquidation rates <br /> ahead of any common stocks. <br /> In the event of the sale of SolarAttic Inc., Class A Preferred Shares shall be converted to <br /> common shares and sold at the strike price. Outstanding bonds shall be immediately <br /> redeemed. <br /> • Rights of First Refusal <br />