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(viii) incur or guaranty any indebtedness in excess of $5,000,000 in one transaction or a series of related transactions, unless approved by the Board of Directors; (ix) increase the number of shares of Common Stock reserved for issuance under the Corporation's option plan or create any new equity incentive or benefit plan; (x) engage in any interested party transaction, unless approved by the Board of Directors (including a majority of disinterested directors); (xi) permit any subsidiary of the Corporation to issue any equity securities other than to the Corporation or a wholly -owned subsidiary of the Corporation; (xii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for this Corporation or any subsidiary pursuant to agreements under which this Corporation has the option to repurchase such shares, at no greater than cost, upon the occurrence of certain events, such as the termination of employment or service; or (xiii) amend the Corporation's Certificate of Incorporation or Bylaws. (b) So long as at least 3,000,000 shares of Series E Preferred Stock (as adjusted for Recapitalizations) are outstanding, this Corporation shall not, directly or indirectly, by amendment of the Corporation's Certificate of Incorporation or Bylaws, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then - outstanding shares of Series E Preferred Stock voting as a separate class: (i) increase or decrease the total number of authorized shares of Series E Preferred Stock; (ii) alter or change the powers, preferences or special rights of the Series E Preferred Stock so as to affect them adversely; (iii) amend Article IV.13.4(b)(ii)(z) of this Corporation's Certificate of Incorporation; (iv) authorize or issue any security with rights upon a Liquidation Event that are senior to the rights of the Series E Preferred Stock; or (v) authorize or issue any security with rights upon a Liquidation Event that either (x) are both pari passu with the rights of the Series E Preferred Stock and that provide for a liquidation preference that is greater than one times the original issue price of such new security or (y) provide for distribution of additional proceeds to holders of such new security after payment of the original issue price of such new security plus declared 15