ISSUE OF STOCK. 2.01 The Company agrees to issue to Turino and Hall 27,500,000 shares of Company stock each. The shares are restricted stock under the terms of Rule 144, issued under Rule 506, Regulation D, promulgated under the Securities Act of 1933 ("Shares"). The Executives understand that transfer of the Shares is restricted for two years and agree that the Shares will not be registered for offering during the first year "lock-up period." The Executives acknowledge that the book value of the Shares is currently negative and that there is no market for the stock, nor ascertainable value.
ISSUE OF STOCK. The Company hereby agrees to issue to the Shareholder, and the Shareholder agrees to accept, 30,000 shares of the Company's Stock and one (1) share of the Company's Series A Preferred Stock, each with rights and preferences as set forth in the Company's Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as EXHIBIT A. Such shares and any shares of capital stock of the Company acquired by the Shareholder as a result of any subdivision, combination or reclassification of outstanding shares of Stock into a greater or smaller number of shares, recapitalization, reorganization, stock split, stock dividend or similar event, purchase (pursuant to Section 5 below), issuance (pursuant to Section 7 below) or conversion (as set forth on EXHIBIT A attached hereto) are referred to herein as the "Shares" and such Shares are subject to the terms and conditions of this Agreement. For purposes herein, "Fully Diluted" shall mean the sum of (i) all issued and outstanding shares of the Company's common stock, par value $.01 per share (the "Stock"), and (ii) the total maximum number of shares of Stock issuable upon (a) the exercise of all Options, (b) the conversion or exchange of all Convertible Securities, and (c) the conversion or exchange of all Convertible Securities issuable upon the exercise of any Options. For purposes herein, "Options" shall mean any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Stock, and "Convertible Securities" shall mean any stock or securities convertible into or exchangeable for Stock (including the Series A Preferred Stock).
ISSUE OF STOCK. Holders are aware that (i) the shares of Company -------------- Common Stock to be issued to Holders pursuant to the Merger Agreement will not be registered and will not be issued pursuant to a registration statement under the Securities Act but will instead be issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act, and (ii) the ------------ issuance of such shares of Company Common Stock has not been approved or reviewed by the SEC (defined above) or by any other Governmental Entity.
ISSUE OF STOCK. The Company may subject to this clause 5 at any time before the determination of the Security Trust create and issue stock to any creditor or proposed creditor of the Company who subscribes for Stock (including, without limitation, the Security Trustee acting in its personal capacity).
