EX-10.1
from 8-K
2 pages
“4.15 Limitations on Additional Securities Issuances. Except for an Exempt Issuance (Hereinafter Defined), the Company Shall Not, Without First Having Obtained the Written Approval of the Holder(s) of a Majority in Interest of the Debentures and Warrants Outstanding, Issue Any Common Stock or Other Equity or Equity-Linked Security at a Price That Is Less Than the Then Current Exercise Price Per Share Under the Series II Warrants. for Purposes Hereof, the Term “Exempt Issuance” Shall Mean the Issuance of (A) Shares of Common Stock or Options to Employees, Consultants, Officers or Directors of the Company Pursuant to Any Stock or Option Plan Duly Adopted for Such Purpose, by a Majority of the Non-Employee Members of the Board of Directors or a Majority of the Members of a Committee of Non-Employee Directors Established for Such Purpose, (B) Securities Upon the Exercise or Exchange of Any Securities Exercisable or Exchangeable for or Convertible Into Shares of Common Stock Issued and Outstanding on the Date of the Purchase Agreement, Provided That Such Securities Have Not Been Amended Since the Date of the Purchase Agreement or the Date of Any Subsequent Closing to Increase the Number of Such Securities or to Decrease the Exercise Price, Exchange Price or Conversion Price of Such Securities, and (C) Securities Issued Pursuant to Acquisitions or Strategic Transactions Approved by a Majority of the Disinterested Directors of the Company, Provided That Any Such Issuance Shall Only Be to a Person (Or to the Equityholders of a Person) Which Is, Itself or Through Its Subsidiaries, an Operating Company or an Asset in a Business Synergistic With the Business of the Company and Shall Provide to the Company Additional Benefits in Addition to the Investment of Funds, but Shall Not Include a Transaction in Which the Company Is Issuing Securities Primarily for the Purpose of Raising Capital or to an Entity Whose Primary Business Is Investing in Securities.”
12/34/56
EX-10.31
from 8-K
4 pages
Vision Opportunity Master Fund, Ltd. ("Vomf") Has Transferred 22% of the Securities of the Company Which It Purchased (The "Company Securities") Pursuant to That Certain Securities Purchase Agreement (The “Spa”), Dated as of December 27, 2007, Between Marine Park Holdings, Inc., a Delaware Corporation and the Purchasers Identified on the Signature Pages Thereto, to an Affiliate, Vision Capital Advantage Fund, L.P. ("Vcaf") Pursuant to an Agreement (The "Agreement"). the Transfer of Such Portion of the Company Securities Is Referred to Herein as the "Transfer."
12/34/56