Epstein Secrets

ed on Exhibit B hereto (the "Investors"). WITNESSETH WHEREAS, the Key Holders are the beneficial owners of shares of common stock of the Company (the "Common Stock") and/or options to purchase Common Stock; WHEREAS, certain of the Investors are purchasing shares of the Company's Series 5 Preferred Stock (the "S

(assuming for this purpose that the Approved Sale is deemed to be a "liquidation" in accordance with the Company's Amended and Restated Articles of Incorporation in effect immediately prior to the Approved Sale); and (vi) subject to clause (v) above, requiring the same form of consideration to be available

ation of law as a result.of such Merger, the Corporation is to issue an additionalten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the"Additional Shuts"); . WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the bat i

r and at the time prescribed by said laws, and all tights at any dm conferred upon the Board of Directors and the stockholders by duste A tricks of Incorporation are granted subject to the provisions of this Article. lisignantre: page follows] 6 CONFIDENTIAL — PURSUANT TO FED. R GRIM. P. 6(e) &A4\ 93)&1044

ed on Exhibit B hereto (the "Investors"). WITNESSETH WHEREAS, the Key Holders are the beneficial owners of shares of common stock of the Company (the "Common Stock") and/or options to purchase Common Stock; WHEREAS, certain of the Investors are purchasing shares of the Company's Series 5 Preferred Stock (the "S

(assuming for this purpose that the Approved Sale is deemed to be a "liquidation" in accordance with the Company's Amended and Restated Articles of Incorporation in effect immediately prior to the Approved Sale); and (vi) subject to clause (v) above, requiring the same form of consideration to be available