Epstein Secrets

A00289731 with management for the Company, and made such other investigations as it deems advisable in order to determine the fair market value of the Common Stock of the Company and hereby determines such fair market value to be an amount which is not greater than $0.10 per share. RESOLVED FURTHER, that the

irected to cause certificates representing the Stock to be issued to the Purchasers and the Stock, and the Common Stock issuable upon conversion of the Series A Preferred Stock upon such issuance, shall be fully paid and nonassessable. RESOLVED FURTHER, that 10,250,000 shares of the Company's Common Stock are hereby reser

erminate and be of no further force or effect upon the earliest to occur of (a) the date of the closing of a firmly underwritten public offering of the Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission, and declared effective under the Securities Act, which resul

Drag-Along Right. In the event that the Board of Directors and the holders of a majority of the Key Holder Shares and also the requisite majority of the Series A Preferred Stock pursuant to Article IV Section 6 of the Certificate of Incorporation (collectively, the "Requisite Parties"), approve a transaction that is deemed

or prospectively) only by the written agreement of the Company and Major Investors who beneficially own at least a ninety percent (90%) majority of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors; provided, however, that such rights may not be wa

nt. B. The Company, the Major Investors who hold at least ninety percent (90%) of the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors and Common Holders now desire to amend the Agreement as set forth below. AGREEMENT Therefore, pursuant to Section 9