AGREEMENT
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A. WHEREAS, on even date herewith, Taylor Madison Corp. (the "Company")
is entering into that certain Share Exchange Agreement (the "Share Exchange
Agreement"), by and among the Company, Telzuit Technologies, LLC, Telzuit
Technologies, Inc., Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxx Xxxxxx, and Xxxxx
Xxxxxxxx, as authorized representative for each of the investors listed on
Exhibit "A" attached thereto (the "Investors");
B. WHEREAS, on even date herewith, the Company is entering into that
certain Securities Purchase Agreement (the "Purchase Agreement"), by and among
the Company, Xxxxxx Xxxxxxx, Xxxxxxx X. Xxxxxxxxx, Xxxxxx Xxxxxxx Holdings,
Inc., and Xxxxx Xxxxxxxx, as authorized representative for each of the
Investors;
C. WHEREAS, pursuant to the Share Exchange Agreement and Purchase
Agreement, the Investors are purchasing 10% Convertible Promissory Debentures
(the "Debentures") and Class A Warrants (the "Warrants"), each issued by Taylor
Madison in amounts set forth next to each Investor's name on Exhibit "A"
attached to the Share Exchange Agreement;
D. WHEREAS, to induce the Investors to enter into the Share Exchange
Agreement and the Purchase Agreement, the Company has agreed to effect a 1 for
31 reverse stock split within thirty (30) days of the Closing Date (as defined
in the Share Exchange Agreement);
NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, Taylor Madison, hereby agrees as follows:
1. to effect a 1 for 31 reverse stock split within thirty (30) days of
the Closing Date (as defined in the Share Exchange Agreement);
2. in the event the 1 for 31 reverse stock split is not effected within
thirty (30) days of closing, the number of Warrant Shares (as defined in the
Warrants) and any additional Warrants issued pursuant to Sections 3.2 and 3.3 of
the Share Exchange Agreement shall automatically be adjusted by multiplying the
number of Warrant Shares on the face of the Warrants by 31 (see footnote 1, on
page 1, of the Warrants); and
3. the Series A Preferred Financing (as defined in the Share Exchange
Agreement), as well as the conversion provided for in Article 3 of the
Debenture, shall occur on a post reverse stock split basis.
IN WITNESS WHEREOF, the Taylor Madison executes this Agreement as of this
day of May, 2005.
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TAYLOR MADISON CORP., a Florida corporation
By:
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Name (print):
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Its:
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