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1.2.4 Arranging to prosecute, defend, settle or compromise legal actions at the expense of the Company as such may be necessary to enforce or protect the Company's interest; 1.2.5 Satisfying any judgment, decree, decision, or settlement: first, out of any insurance proceeds available therefore and next, out of Company assets and income; 1.2.6 Assuming, guaranteeing, endorsing or otherwise becoming liable for the obligations (contingent or otherwise) of any person, whether by agreement to purchase the indebtedness of such person, or by agreement to furnishing of funds through purchase of goods, supplies, or services for the purpose of payment of indebtedness of any person, or otherwise; 1.2.7 Purchasing, redeeming or otherwise acquiring for value any of its stock now or hereafter outstanding; terminating the Company's status as an S Corporation and selecting the date of termination; 1.2.8 Purchasing or otherwise acquiring any stock or obligations of, or making any loans or advances to, or investments in, any person or entity; 1.2.9 Amending the Articles of Incorporation or Bylaws, or changing the character of the Company's business; 1.2.10 Changing the number of shares of the Company's capital stock issued and outstanding; granting any option, warrant or any other right to purchase or convert any obligation into shares of the Company's capital stock; 1.2.11 Declaring any dividends or other distributions or payment in respect to the Company's stock, except with respect to distribution by an S Corporation of its profits and losses; 1.2.12 Creating any bonus, stock option, profit sharing, pension, retirement or other similar payment or arrangement; entering into any employment agreement, sales agency or other contract or arrangement with respect to the performance of personal services which is not terminable, without liability to the Company, at will; and 1.2.13 The Company: (a) admitting in writing its inability to pay debts as they mature, or making a general assignment for the benefit of, or entering into any composition or arrangement with creditors; (b) applying for, or consenting (by admission or material allegations of a petition or otherwise) to the appointment of a trustee, receiver or liquidator of the Company or of a substantial portion of its assets, or authorizing such application or consent; (c) authorizing or filing a voluntary petition in bankruptcy or applying for or consenting (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction, or authorizing such application or consent. Page 3