Common use of Other Outstanding Securities/Financing Restrictions Clause in Contracts

Other Outstanding Securities/Financing Restrictions. Except as set forth on the CXI SEC Reports (as defined herein) or as contemplated hereby, there are no other outstanding debt or equity securities presently convertible into shares of CXI Common Stock. COES contemplates selling an aggregate of approximately 25,000 shares of COES Preferred Shares (including the shares being offered and sold hereby) contemporaneously herewith, and issuing an aggregate of approximately 462,500 additional COES Warrants contemporaneously herewith, of which 150,000 such warrants will be issued to entities which acquired COES Preferred Shares in May 1997 and the balance are anticipated to be issued contemporaneously herewith to acquirors of additional COES Preferred Shares (including the Purchaser). The Parent Company cannot, without the prior approval in writing from the Purchaser, obtain convertible debt or equity financing which is convertible into securities of the Subsidiary Company for a period of ninety (90) days following the effective date of the Registration Statement (as defined herein); however, the Parent Company will not require prior approval if (a) at least 80% of the net proceeds of the financing is part of an acquisition by the Parent Company of control of another company or entity, (b) at least 80% of the net proceeds of the financing is a refinancing of the Parent Company's debt, or (c) the financing is part of a public offering of the Parent Company's securities.