February 2, 2007 Gentlemen:
February
2, 2007
Gentlemen:
Reference
is made to the Securities Exchange Agreement (“SEA”) of even date herewith
between TechnoConcepts, Inc., a Colorado corporation (“TCI”) and the undersigned
investor (“Investor”), pursuant to which the Investor has this day exchanged
$________________ aggregate amount of TCI’s Series
A
Secured Subordinated Promissory Notes (“Notes”) for ___________ shares
of
TCI’s common stock and for warrants to purchase ________________ shares
of
TCI’s common stock “Warrants”). Reference is also made to
those
certain Securities Purchase Agreements, also of even date herewith, among TCI
and certain other investor, and all associated documentation and other
agreements, pursuant to which TCI has granted certain registration rights
(collectively, the “SPAs”).
This
letter sets forth our additional agreement, in consideration of the mutual
promises made herein, as follows:
TCI
shall
include all of the common shares issued to Investor and all of the shares of
common stock underlying the Warrants issued to Investor pursuant to the SEA
in
the registration statement filed by the Company pursuant to the SPAs. In the
event that TCI is not allowed by the SEC to register all of Investor’s shares of
common stock and common stock underlying the Warrants, TCI shall include the
maximum number of shares allowed in the registration statement to be filed
pursuant to the SPA and the remaining shares in all subsequent registrations
of
TCI, up to the maximum allowed in each such registration.
[SIGNATURES
FOLLOW]
| T: 818.779-1746 |
xxx.xxxxxxxxxxxxxx.xxx
|
F:
818.779.1745
|
February
2, 2007
Page
2 of
2
If
the
foregoing is acceptable to you, kindly countersign the enclosed copy of this
letter and return it to us to evidence the agreements set forth
herein.
| Sincerely, | ||
| TECHNOCONCEPTS, INC. | ||
| |
|
|
| By: | ||
|
Xxxxxxx Xxxxxxxxx, CFO |
||
ACCEPTED
AND AGREED TO:
INVESTOR
By:
________________________________
Name:
Title:
