Agreement Regarding Warrant Exercise and Share Authorization between TrueYou.Com Inc. and Senior Subordinated Lenders

Summary

TrueYou.Com Inc. agrees with its senior subordinated lenders to use its best efforts to amend its Certificate of Incorporation to increase the number of authorized shares of common stock, ensuring enough shares are available for the full exercise of warrants issued to the lenders. If a lender wishes to exercise warrants before the amendment is effective, TrueYou will issue substitute warrants for Series B Convertible Preferred Stock, which will be convertible into the same number of common shares once authorized. The agreement is signed by TrueYou.Com Inc. and the listed lenders.

EX-10.89 15 c46556_ex10-89.txt TrueYou.Com Inc. 501 Merritt 7, 5th Floor Norwalk, Connecticut 06851 December 22, 2006 Senior Subordinated Lenders of TrueYou.Com Inc. set forth below Gentlemen: Concurrently herewith we are issuing to you warrants (the "Warrants") to purchase the Common Stock of TrueYou.Com Inc. 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 (such amount, the "Share Amount") and shall thereupon reserve for issuance upon exercise of the Warrants, that number of authorized shares of TrueYou Common Stock which shall be required for such purpose. In the event that any of you shall notify TrueYou at any time prior to the effective date of such amendment that you desire to exercise the Warrants prior to such effective date, TrueYou shall thereupon promptly issue to you, in exchange for the Warrants, 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 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. Please confirm our agreements below. Very truly yours, TrueYou.Com Inc. By: ----------------------------- Subordinated Lenders KLINGER INVESTMENTS LLC By: --------------------------------- Name: Title: VICIS CAPITAL MASTER FUND LLC By: --------------------------------- - ------------------------------------ Andrew D. Lipman - ------------------------------------ Richard Rakowski - ------------------------------------ Gerard DeBiasi - ------------------------------------ James Benedict - ------------------------------------ Dan Richardson - ------------------------------------ Amal Devani - ------------------------------------ Tom McCauley - ------------------------------------ John Brugmann 2