▇▇▇▇▇▇▇.▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
December 22, 2006
Laurus Master Fund Ltd.
c/o M&C Corporate Services Limited
▇.▇. ▇▇▇ ▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
South Church Street
Grand Cayman, Cayman Islands
Gentlemen:
Reference is made to that certain Securities Purchase Agreement by and
between ▇▇▇▇▇▇▇.▇▇▇, Inc. ("we", "us" or the "Company") and Laurus Master Fund,
Ltd. ("you" or "Laurus") dated as of the date hereof (as amended, modified or
supplemented, the "SPA") and the Related Agreements (as such term is defined in
the SPA). Terms not otherwise defined herein shall have the definition assigned
thereto in the SPA.
This letter is to confirm our mutual understanding that in the event
that all principal, interest and fees outstanding on the Note have not been
indefeasibly paid in full as of April 30, 2007, the Company shall issue to
Laurus 8,750,000 warrants (the "Additional Warrants") pursuant to the form
attached hereto as EXHIBIT A in addition to the 10,000,000 Warrants that have
been issued to Laurus concurrently herewith pursuant to the terms of the SPA.
The Company and Laurus hereby agree that all representations, warranties and
covenants in the SPA regarding the Warrants shall hereby be deemed to be made
with respect to the Additional Warrants at such time.
In addition, as soon as practicable after the date hereof, TrueYou
shall use its best efforts to cause its Certificate of Incorporation to be
amended to increase the number of authorized shares of TrueYou Common Stock to
such number as shall be sufficient to permit the exercise in full of the
Warrants and the Additional Warrants (such amount, the "Share Amount") and shall
thereupon reserve for issuance upon exercise of the Warrants and the Additional
Warrants, that number of authorized shares of TrueYou Common Stock which shall
be required for such purpose. In the event that Laurus shall notify TrueYou at
any time prior to the effective date of such amendment that it desires to
exercise the Warrants and/or the Additional Warrants prior to such effective
date, TrueYou shall thereupon promptly issue to Laurus, in exchange for the
Warrants and/or the Additional Warrants (as applicable), substitute warrants
exercisable to purchase that number of shares of its Series B Convertible
Preferred Stock that are, upon authorization of the Share Amount, immediately
convertible into the number of shares of TrueYou Common Stock that would then
have been issuable upon exercise of the Warrants and/or
the Additional Warrants(as applicable) in full if the Certificate of
Incorporation of TrueYou had then provided for sufficient authorized shares of
TrueYou Common Stock to satisfy such exercise, and otherwise containing
substantially the same terms and provisions as the Warrants and/or the
Additional Warrants (as applicable).
Please confirm our agreements below.
Very truly yours,
▇▇▇▇▇▇▇.▇▇▇ Inc.
By:
-------------------------
Laurus Master Fund Ltd.
By:
---------------------------
