SECURITIES COVERED BY THIS AGREEMENT.
4.13
SUBSEQUENT EQUITY SALES.
(A)
FROM THE DATE HEREOF UNTIL 90 DAYS AFTER THE EFFECTIVE DATE,
NEITHER THE COMPANY NOR ANY SUBSIDIARY SHALL ISSUE SHARES OF COMMON STOCK OR
COMMON STOCK EQUIVALENTS.
(B)
FROM THE DATE HEREOF UNTIL ONE YEAR FROM THE EFFECTIVE DATE, THE
COMPANY SHALL BE PROHIBITED FROM EFFECTING OR ENTERING INTO AN AGREEMENT TO
EFFECT ANY SUBSEQUENT FINANCING INVOLVING A VARIABLE RATE TRANSACTION.
"VARIABLE RATE TRANSACTION" MEANS A TRANSACTION IN WHICH THE COMPANY ISSUES OR
SELLS (I) ANY DEBT OR EQUITY SECURITIES THAT ARE CONVERTIBLE INTO, EXCHANGEABLE
OR EXERCISABLE FOR, OR INCLUDE THE RIGHT TO RECEIVE ADDITIONAL SHARES OF COMMON
STOCK EITHER (A) AT A CONVERSION, EXERCISE OR EXCHANGE RATE OR OTHER PRICE THAT
IS BASED UPON AND/OR VARIES WITH THE TRADING PRICES OF OR QUOTATIONS FOR THE
SHARES OF COMMON STOCK AT ANY TIME AFTER THE INITIAL ISSUANCE OF SUCH DEBT OR
EQUITY SECURITIES, OR (B) WITH A CONVERSION, EXERCISE OR EXCHANGE PRICE THAT IS
SUBJECT TO BEING RESET AT SOME FUTURE DATE AFTER THE INITIAL ISSUANCE OF SUCH
DEBT OR EQUITY SECURITY OR UPON THE OCCURRENCE OF SPECIFIED OR CONTINGENT EVENTS
DIRECTLY OR INDIRECTLY RELATED TO THE BUSINESS OF THE COMPANY OR THE MARKET FOR
THE COMMON STOCK OR (II) ENTERS INTO ANY AGREEMENT, INCLUDING, BUT NOT LIMITED
TO, AN EQUITY LINE OF CREDIT, WHEREBY THE COMPANY MAY SELL SECURITIES AT A
FUTURE DETERMINED PRICE.
ANY PURCHASER SHALL BE ENTITLED TO OBTAIN
26
INJUNCTIVE RELIEF AGAINST THE COMPANY TO PRECLUDE ANY SUCH ISSUANCE, WHICH
REMEDY SHALL BE IN ADDITION TO ANY RIGHT TO COLLECT DAMAGES.
(C)
NOTWITHSTANDING THE FOREGOING, THIS SECTION 4.13 SHALL NOT APPLY
IN RESPECT OF AN EXEMPT ISSUANCE, EXCEPT THAT NO VARIABLE RATE TRANSACTION SHALL
BE AN EXEMPT ISSUANCE.
4.14
DELIVERY OF SECURITIES AFTER CLOSING.
THE COMPANY SHALL DELIVER,
OR CAUSE TO BE DELIVERED, THE RESPECTIVE SECURITIES PURCHASED BY EACH PURCHASER
TO SUCH PURCHASER WITHIN FIVE (5) TRADING DAYS OF THE CLOSING DATE.
4.15
FORM D; BLUE SKY FILINGS.
THE COMPANY AGREES TO USE COMMERCIALLY
REASONABLE EFFORTS TO TIMELY FILE A FORM D WITH RESPECT TO THE SECURITIES AS
REQUIRED UNDER REGULATION D AND TO PROVIDE A COPY THEREOF, PROMPTLY UPON REQUEST
OF ANY PURCHASER. THE COMPANY SHALL TAKE SUCH ACTION AS THE COMPANY SHALL
REASONABLY DETERMINE IS NECESSARY IN ORDER TO OBTAIN AN EXEMPTION FOR, OR TO
QUALIFY THE SECURITIES FOR, SALE TO THE PURCHASERS AT THE CLOSING UNDER
APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF THE STATES OF THE UNITED STATES, AND
SHALL PROVIDE EVIDENCE OF SUCH ACTIONS PROMPTLY UPON REQUEST OF ANY PURCHASER.
4.16
GOOD STANDING IN NEW JERSEY.
THE COMPANY SHALL TAKE ALL STEPS
NECESSARY TO REGAIN ITS AUTHORITY TO DO BUSINESS AS A FOREIGN CORPORATION IN THE
STATE OF NEW JERSEY AT THE EARLIEST POSSIBLE TIME.
ARTICLE V.
MISCELLANEOUS
5.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY ANY PURCHASER,
AS TO SUCH PURCHASER'S OBLIGATIONS HEREUNDER ONLY AND WITHOUT ANY EFFECT
WHATSOEVER ON THE OBLIGATIONS BETWEEN THE COMPANY AND THE OTHER PURCHASERS,