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

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

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