Common use of Securities Purchase Agreement Clause in Contracts

Securities Purchase Agreement. 1.1 Section 3.4 of the Securities Purchase Agreement is hereby amended to read in its entirety as follows: Issuance of Shares. The Conversion Shares and Warrant Shares are duly authorized and reserved for issuance, and, upon conversion of the Preferred Stock and the exercise of the Warrant in accordance with their respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances and will not be subject to preemptive rights or other similar rights of stockholders of the Company, other than (i) restrictions on transferability as may be applicable under federal and state securities laws; (ii) restrictive stock legends contemplated by the Investment Agreements; or (iii) those created by Purchaser. The Preferred Stock and the Warrant are duly authorized and are validly issued, fully paid and non-assessable, and free from all taxes, liens claims and encumbrances and are not and will not be subject to preemptive rights or other similar rights of stockholders of the Company, other than (i) restrictions on transferability as may be applicable under federal and state securities laws; (ii) restrictive stock legends contemplated by the Investment Agreements; or (iii) those created by Purchaser. The board of directors of the Company has unanimously approved the issuance of the Preferred Stock and the Warrant pursuant to the terms hereof and of the Conversion Shares and Warrant Shares issuable upon conversion of the Preferred Stock and the exercise of the Warrant pursuant to the terms thereof (without giving effect to any limitations on conversion or exercise contained therein, including for purposes of Nasdaq Rule 4350 (the "Nasdaq Authorization")), has unanimously recommended to the stockholders of the Company the approval of the Nasdaq Authorization and will seek Stockholder Approval (as defined in Section 4.12) at the Company's next stockholder meeting, which shall be no later than October 31, 2001. No further authorization or approval (other than the Stockholder Approval) is required under the rules of Nasdaq with respect to the transactions contemplated by this Agreement, including, without limitation, the issuance of the Conversion Shares and the Warrant Shares and the inclusion thereof on Nasdaq.

Securities Purchase Agreement. 1.1 Section 3.4 Evanxxxxx Xxxxxx, X.D., Michxxx Xxxxxxx, X.D., Alexxxxxx Xxxxxxxxx, X.D. (collectively, the "Original ALA Common Stockholders"), the ALA Preferred Stockholders (together with the Original ALA Common Stockholders, the "Original ALA Stockholders") and ALA are parties to that certain Series A Preferred Stock, Common Stock and Junior Subordinated Note Purchase Agreement dated as of January 1, 1994, a complete copy of which is attached hereto as EXHIBIT C (the "ALA Purchase Agreement"). The parties to the ALA Purchase Agreement acknowledge, understand and agree that various provisions of such agreement were intended to provide for certain rights and obligations of the Securities Purchase Agreement is hereby amended to read in its entirety Original ALA Stockholders, as follows: Issuance holders of Shares. The Conversion Shares issued and Warrant Shares are duly authorized outstanding capital stock of ALA, and reserved for issuancecertain rights and obligations of ALA, and, upon conversion as the issuer of the Preferred Stock issued and outstanding capital stock of ALA. Following the exercise Effective Time, the Original ALA Stockholders will become stockholders of the Warrant in accordance with their respective termsHolding, and not ALA, and Holding, and not ALA, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances and will not be subject to preemptive rights or other similar rights of stockholders the issuer of the Companyshares of capital stock held by such stockholders. Accordingly, other than by executing this Agreement, Holding and each of the parties to the ALA Purchase Agreement agree as follows: (i) restrictions on transferability effective at the Effective Time, Holding hereby agrees to assume, satisfy and perform when due all duties, obligations, responsibilities and liabilities (the "duties") of ALA arising under or pursuant to the ALA Purchase Agreement, and Holding shall be vested with all the rights, privileges, powers and franchises (the "rights") of ALA under the ALA Purchase Agreement, in each case as (and solely as) such duties and rights relate to the common stock or preferred stock, and the holders thereof, as set forth in Articles V, VI, VII and VIII of the ALA Purchase Agreement (together with such related definitions and other enabling provisions as may be applicable under federal contained in other sections of such agreement) (the "Stock Provisions"), it being understood and state securities laws; (ii) restrictive stock legends contemplated by agreed that for purposes of effecting the Investment Agreements; or (iii) those created by Purchaser. The Preferred Stock and the Warrant are duly authorized and are validly issued, fully paid and non-assessable, and free from all taxes, liens claims and encumbrances and are not and will not be subject to preemptive rights or other similar rights of stockholders of the Company, other than agreement contained in this clause (i) restrictions on transferability as may be applicable under federal from and state securities laws; (ii) restrictive stock legends contemplated by after the Investment Agreements; or (iii) those created by Purchaser. The board of directors of Effective Time, the Company has unanimously approved term "Company" in such ALA Purchase Agreement shall mean and refer to Holding, the issuance of the Preferred Stock term "Common Stock" shall mean and the Warrant pursuant refer to the terms hereof and of the Conversion Shares and Warrant Shares issuable upon conversion of the Preferred Holding Common Stock and the exercise of the Warrant pursuant to the terms thereof (without giving effect to any limitations on conversion or exercise contained therein, including for purposes of Nasdaq Rule 4350 (the "Nasdaq Authorization")), has unanimously recommended to the stockholders of the Company the approval of the Nasdaq Authorization and will seek Stockholder Approval (as defined in Section 4.12) at the Company's next stockholder meeting, which shall be no later than October 31, 2001. No further authorization or approval (other than the Stockholder Approval) is required under the rules of Nasdaq with respect to the transactions contemplated by this Agreement, including, without limitation, the issuance of the Conversion Shares and the Warrant Shares and the inclusion thereof on Nasdaq.and

Securities Purchase Agreement. 1.1 (i) The provisions of Section 3.4 4(l) of the Securities Purchase Agreement is pertaining to Fundamental Transactions are hereby amended waived only to read in its entirety as follows: Issuance of Shares. The Conversion Shares and Warrant Shares are duly authorized and reserved for issuancethe extent such provisions would apply to the Merger, and, upon conversion pursuant to which more than 50% of the Preferred Stock and the exercise shares of the Warrant Company will be acquired by James E. Solomon (4,867,440), Paul Masanek (4,676,560) and Hudsxx Xxxxxxxxxx Xxvisors, LLC (500,000) (xxxlectively, the "MXXXXX SHARES")(1), in accordance with their respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances and will not be subject to preemptive rights or other similar rights of stockholders of the Company, other than (i) restrictions on transferability as may be applicable under federal and state securities lawsMasanek Settlement Documents; (ii) restrictive stock legends contemplated the provisions of Section 4(o) of the Securities Purchase Agreement pertaining to the Additional Issuances of Securities are hereby waived only to the extent such provisions would apply to the issuance (A) by the Investment Agreements; or Company to Masanek, in accordance with the terms of the Masanek Settlement Documents, of (i) a Warrant to purchase 750,000 shares of common stock at an exercise price of $1.00 per share, (ii) the Merger Shares, (iii) those created by Purchaser. The a Secured Convertible Promissory Note in the principal amount of $1,150,000, convertible into shares of common stock at the conversion price of $1.00 per share, and (B) of Series A Preferred Stock and Warrants contemplated to be offered to certain individual investors (the Warrant are duly authorized "OUTSIDE INVESTORS ") not originally a party to the Transaction Documents (the "OUTSIDE INVESTOR SECURITIES"), on the same terms and are validly issuedconditions as the Series A Preferred Stock and Warrants offered pursuant to the Transaction Documents, fully paid which aggregate of amount of investment by the Outside Investors shall not exceed $820,000 (i.e., 820,000 shares of Series A Preferred Stock and non-assessableWarrants to purchase 1,640,000 shares of common stock with an exercise price of $1.00 per share) (the securities described in (ii)(A) and the Outside Investor Securities, collectively the "WAIVED SECURITIES"), and free from all taxes, liens claims and encumbrances and are not and will not be subject to preemptive rights or other similar rights of stockholders of the Company, other than (i) restrictions on transferability as may be applicable under federal and state securities laws; (ii) restrictive stock legends contemplated by the Investment Agreements; or (iii) those created by Purchaser. The board the provisions of directors Section 5(b) of the Securities Purchase Agreement requiring that the Company has unanimously approved give no instructions to the Transfer Agent other than the Irrevocable Transfer Agent Instructions (as defined therein) are hereby waived only to the extent such provisions would apply to the irrevocable transfer agent instructions to be given by the Company to its transfer agent regarding the issuance of the Preferred Stock and Outside Investor Securities. ------------------------ (1) Pursuant to the Warrant terms of the Rescission Agreement, the 10,044,000 shares of the Company's common stock issued pursuant to the terms hereof Intellectual Property License Agreement between the Company and of Technology Alternatives, Inc. (the Conversion Shares and Warrant Shares issuable upon conversion of the Preferred Stock and the exercise of the Warrant " LICENSE AGREEMENT") will be cancelled. 10,044,000 shares will then be issued pursuant to the terms thereof Agreement and Plan of Merger among the Company, Technology Alternatives, Inc., TechAlt Acquisitions, Inc., James E. Solomon and Paul Masanek (without giving effect to any limitations on conversion or exercise contained therein, including for purposes of Nasdaq Rule 4350 (the "Nasdaq Authorization" MERGER AGREEMENT")). Accordxxxxx, has unanimously recommended xxxxx xxxl be xx xxxxxxxx to the stockholders Investors on account of the Merger Shares and post-Merger the Company will have 12,000,000 shares of common stock issued and outstanding, the approval same amount of shares issued and outstanding immediately following the License Agreement and immediately prior to the execution of the Nasdaq Authorization and will seek Stockholder Approval (as defined in Section 4.12) at the Company's next stockholder meeting, which shall be no later than October 31, 2001. No further authorization or approval (other than the Stockholder Approval) is required under the rules of Nasdaq with respect to the transactions contemplated by this Agreement, including, without limitation, the issuance of the Conversion Shares and the Warrant Shares and the inclusion thereof on NasdaqTransaction Documents.

Securities Purchase Agreement. 1.1 Section 3.4 2(g) has been amended to include the addition of the Securities Purchase Agreement is hereby amended to read in its entirety as followsfollowing three paragraphs: “Notwithstanding the foregoing, certificates evidencing the Conversion Shares, Issuance of Shares. The Conversion Shares and Warrant Shares shall not contain any legend (including the legend set forth in this Section 2(g)), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Conversion Shares, Issuance Shares or Warrant Shares pursuant to Rule 144, (iii) if such Conversion Shares, Issuance Shares or Warrant Shares are duly authorized and reserved eligible for issuancesale under Rule 144, and, upon conversion or (iv) if such legend is not required under applicable requirements of the Preferred Stock Securities Act (including judicial interpretations and pronouncements issued by the exercise staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Warrant Shares may be sold under Rule 144 and the Company is then in accordance compliance with their respective termsthe current public information required under Rule 144, will or if the Conversion Shares, Issuance Shares or Warrant Shares may be validly issuedsold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Conversion Shares, fully paid Issuance Shares or Warrant Shares or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and non-assessablepronouncements issued by the staff of the Commission) then such Conversion Shares, and Issuance Shares or Warrant Shares shall be issued free of all legends. The Company agrees that following the effective date of a registration statement or at such time as such legend is no longer required under this Section 2(g) it will, no later than three Trading Days following the delivery by a Buyer to the Company or the Transfer Agent of a certificate representing Conversion Shares, Issuance Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Buyer a certificate representing such shares that is free from all taxes, liens, claims restrictive and encumbrances and will other legends. The Company may not be make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 2. Certificates for Securities subject to preemptive rights or other similar rights of stockholders legend removal hereunder shall be transmitted by the Transfer Agent to the Buyer by crediting the account of the CompanyBuyer’s prime broker with the Depository Trust Company System as directed by such Buyer. In addition to such Buyer’s other available remedies, other than the Company shall pay to a Buyer in cash, (i) restrictions as partial liquidated damages “Liquidated Damages” and not as a penalty, for each $1,000 of Underlying Shares (based on transferability as may be applicable under federal the VWAP of the Common Stock on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and state securities laws; subject to this Section 2(g), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend and (ii) restrictive stock legends contemplated if the Company fails to (a) issue and deliver (or cause to be delivered) to a Buyer by the Investment Agreements; or (iii) those created Legend Removal Date a certificate representing the Securities so delivered to the Company by Purchaser. The Preferred Stock and the Warrant are duly authorized and are validly issued, fully paid and non-assessable, and such Buyer that is free from all taxes, liens claims restrictive and encumbrances other legends and are not and will not be subject (b) if after the Legend Removal Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to preemptive rights deliver in satisfaction of a sale by such Buyer of all or other similar rights of stockholders any portion of the Companynumber of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of such Buyer’s total purchase price (including brokerage commissions and other than out-of-pocket expenses, if any) for the shares of Common Stock so purchased (iincluding brokerage commissions and other out-of-pocket expenses, if any) restrictions (the “Buy-In Price”) over the product of (A) such number of Underlying Shares that the Company was required to deliver to such Buyer by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on transferability any Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Underlying Shares (as the case may be applicable be) and ending on the date of such delivery and payment under federal and state securities laws; this clause (ii) restrictive stock legends contemplated by ). Each Buyer, severally and not jointly with the Investment Agreements; or (iii) those created by Purchaser. The board of directors other Buyers, agrees with the Company that such Buyer will sell any Securities pursuant to either the registration requirements of the Company has unanimously approved Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the issuance plan of distribution set forth therein, and acknowledges that the removal of the Preferred Stock and the Warrant pursuant to the terms hereof and of the Conversion Shares and Warrant Shares issuable restrictive legend from certificates representing Securities as set forth in this Section 2 is predicated upon conversion of the Preferred Stock and the exercise of the Warrant pursuant to the terms thereof (without giving effect to any limitations on conversion or exercise contained therein, including for purposes of Nasdaq Rule 4350 (the "Nasdaq Authorization")), has unanimously recommended to the stockholders of the Company the approval of the Nasdaq Authorization and will seek Stockholder Approval (as defined in Section 4.12) at the Company's next stockholder meeting, which shall be no later than October 31, 2001. No further authorization or approval (other than the Stockholder Approval) is required under the rules of Nasdaq with respect to the transactions contemplated by ’s reliance upon this Agreement, including, without limitation, the issuance of the Conversion Shares and the Warrant Shares and the inclusion thereof on Nasdaqunderstanding.”