Epstein Secrets

) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or o

days after the consummation thereof, the Company shall not thereafter issue or sell any Equity Securities without first offering such securities to the Major Investors pursuant to this Section 3. 3.4 Exceptions. The right of first offer contained in this Section 3 shall not apply to issuances by the Company (i) o

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

e shares of Series A Preferred Stock pursuant to the Purchase Agreement, the Company and the Common Holder desire to enter into this Agreement with the Major Investors. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises herein contained, and other consideration, the receipt and adequacy of which he

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

ies A Preferred Stock issued to all Major Investors and Common Holders with the Company's written consent may amend the Agreement. 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 a