2002 Uses in Board Composition and Board Designations Clause

Board Composition and Board Designations from Underwriting Agreement

Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and with the listing requirements of NASDAQ or any other national securities exchange or national securities association, as the case may be, in the event the Company seeks to have its Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the board of directors qualifies as a "financial expert" as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

Board Composition and Board Designations from Placement Agent Agreement

The undersigned, Endurance Exploration Group, Inc., a Nevada corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of the Company, the Company), hereby confirms its agreement with GVC Capital LLC, (hereinafter referred to as you (including its correlatives) or the Placement Agent), with respect to the sale by the Company, through the Placement Agent, on a best efforts basis, of not less than 5,000,000 (the Minimum Amount) Units, consisting of one of the Companys common stock and one warrant (the Units), and no more than 15,000,000 Units (the Minimum Amount).

Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act of 2002 or any other national securities exchange or national securities association, as the case may be, in the event the Company seeks to have its common stock listed on an exchange, and (ii) if applicable, at least one member of the board of directors qualifies as a financial expert as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

Board Composition and Board Designations from Underwriting Agreement

The undersigned, Atomera Incorporated (f/k/a Mears Technologies, Inc.), a company formed under the laws of the Delaware ("Company"), hereby confirms its agreement with National Securities Corporation (hereinafter referred to as "you" (including its correlatives) or the "Representative") and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and with the listing requirements of the NYSE, the NYSE MKT, NASDAQ or any other national securities exchange or national securities association, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the board of directors qualifies as a "financial expert" as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

Board Composition and Board Designations from Underwriting Agreement

The undersigned, General Agriculture Corporation, a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of the Company, the "Company"), hereby confirms its agreement with Spartan Securities Group, Ltd. (hereinafter referred to as "you" (including its correlatives) or the "Underwriter"), with respect to the sale by the Company, through the Underwriter, on a best efforts basis, of a minimum of 800,000 shares of the Company's common stock (the "Best Efforts Shares"), and a maximum of 2,000,000 shares of the Company's common stock par value $0.0001 per share (the "Shares").

Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and with the listing requirements of NASDAQ or any other national securities exchange or national securities association, as the case may be, in the event the Company seeks to have its Shares listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the board of directors qualifies as a "financial expert" as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

Board Composition and Board Designations from Underwriting Agreement

The undersigned, Kips Bay Medical, Inc., a corporation formed under the laws of the State of Delaware (the Company), hereby confirms its agreement (this Agreement) with Sunrise Securities Corp. (hereinafter referred to as you (including its correlatives) or the Representative) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the Underwriters or, individually, an Underwriter) as follows:

Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sarbanes-Oxley Act and with the listing rules of the NasdaqCM or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as a financial expert, as such term is defined under the Sarbanes-Oxley Act of 2002 and the listing rules of the NasdaqCM.

Board Composition and Board Designations from Underwriting Agreement

The undersigned, Novelos Therapeutics, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as "you" (including its correlatives) or the "Underwriter") as follows:

Board Composition and Board Designations. The Company shall ensure that for a period of three years from the Closing Date: (i) the qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and with the listing requirements of, NASDAQ Capital Market or any other national securities exchange or national securities association, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the board of directors qualifies as a "financial expert" as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

Board Composition and Board Designations from Underwriting Agreement

The undersigned, Novelos Therapeutics, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as "you" (including its correlatives) or the "Underwriter") as follows:

Board Composition and Board Designations. The Company shall ensure that for a period of three years from the Closing Date: (i) the qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and with the listing requirements of, NASDAQ Capital Market or any other national securities exchange or national securities association, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the board of directors qualifies as a "financial expert" as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

Board Composition and Board Designations from Underwriting Agreement

Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and with the requirements, if any, of the OTC Bulletin Board or any other national securities exchange or national securities association, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the board of directors qualifies as a "financial expert" as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

Board Composition and Board Designations from Underwriting Agreement

Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and with the requirements, if any, of the OTC Bulletin Board or any other national securities exchange or national securities association, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the board of directors qualifies as a "financial expert" as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

Board Composition and Board Designations from Underwriting Agreement

Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and with the requirements, if any, of the OTC Bulletin Board or any other national securities exchange or national securities association, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the board of directors qualifies as a "financial expert" as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.