DOCUMENTS AND INCLUDING AS EXHIBITS TO SUCH CURRENT REPORT ON
FORM 8-K THIS AGREEMENT AND THE FORM OF WARRANTS, IN THE FORM REQUIRED BY THE
EXCHANGE ACT.
THEREAFTER, THE COMPANY SHALL TIMELY FILE ANY FILINGS AND NOTICES
REQUIRED BY THE SEC OR APPLICABLE LAW WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY AND PROVIDE COPIES THEREOF TO THE INVESTORS PROMPTLY AFTER
FILING.
THE COMPANY SHALL NOT PUBLICLY DISCLOSE THE NAME OF ANY INVESTOR, OR
INCLUDE THE NAME OF ANY INVESTOR IN ANY PRESS RELEASE WITHOUT THE PRIOR WRITTEN
CONSENT OF SUCH INVESTOR, UNLESS OTHERWISE REQUIRED BY LAW.
THE COMPANY SHALL
NOT, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES AND ITS AND EACH OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS NOT TO, PROVIDE ANY
INVESTOR WITH ANY MATERIAL NONPUBLIC INFORMATION REGARDING THE COMPANY OR ANY OF
ITS SUBSIDIARIES (I) FROM AND AFTER THE ISSUANCE OF THE ABOVE REFERENCED PRESS
RELEASE; AND (II) DURING ANY SUSPENSION OF TRADING AS DESCRIBED IN
SECTION 6.1(E) HERETO, WITHOUT THE EXPRESS WRITTEN CONSENT OF SUCH INVESTOR.
4.6
USE OF PROCEEDS.
THE COMPANY INTENDS TO USE
THE NET PROCEEDS FROM THE SALE OF THE SECURITIES FOR GENERAL CORPORATE PURPOSES,
INCLUDING INVENTORY PURCHASES, EXPANSION OF ITS DISTRIBUTION BUSINESS TO NEW
PRODUCTS AND NEW GEOGRAPHIC AREAS, AND PAYMENTS, FROM TIME-TO-TIME, ON ITS
REVOLVING BANK LINE OF CREDIT.
THE COMPANY ALSO MAY USE A PORTION OF THE NET
PROCEEDS, CURRENTLY INTENDED FOR GENERAL CORPORATE PURPOSES, TO ACQUIRE OR
INVEST IN TECHNOLOGIES, PRODUCTS OR
20
SERVICES THAT COMPLEMENT ITS BUSINESS, ALTHOUGH THE COMPANY HAS NO PRESENT PLANS
OR COMMITMENTS AND IS NOT CURRENTLY ENGAGED IN ANY MATERIAL NEGOTIATIONS WITH
RESPECT TO THESE TYPES OF TRANSACTIONS.
PENDING THESE USES, THE COMPANY INTENDS
TO INVEST THE NET PROCEEDS FROM THIS OFFERING IN SHORT-TERM, INTEREST-BEARING,
INVESTMENT-GRADE SECURITIES, OR AS OTHERWISE PURSUANT TO THE COMPANY'S CUSTOMARY
INVESTMENT POLICIES.
4.7
MANAGEMENT LOCK-UP AGREEMENTS.
THE COMPANY
SHALL, ON OR BEFORE THE CLOSING, ENTER INTO LEGALLY BINDING AND ENFORCEABLE
AGREEMENTS (COLLECTIVELY, THE "LOCK-UP AGREEMENTS") WITH ITS CHIEF EXECUTIVE
OFFICER, ITS CHIEF FINANCIAL OFFICER, AND ITS EXECUTIVE VICE PRESIDENT,
RESPECTIVELY, PURSUANT TO WHICH THESE PERSONS WILL AGREE NOT TO, DIRECTLY OR
INDIRECTLY, OFFER TO SELL, SELL, GRANT ANY OPTION FOR THE SALE OF, ASSIGN,
TRANSFER, PLEDGE, HYPOTHECATE, DISTRIBUTE OR OTHERWISE ENCUMBER OR DISPOSE OF
ANY SHARES OF COMMON STOCK OR SECURITIES CONVERTIBLE INTO, EXERCISABLE OR
EXCHANGEABLE FOR OR EVIDENCING ANY RIGHT TO PURCHASE OR SUBSCRIBE FOR ANY SHARES
OF COMMON STOCK (EITHER PURSUANT TO RULE 144 OF THE RULES AND REGULATIONS OR
OTHERWISE) OR DISPOSE OF ANY BENEFICIAL INTEREST THEREIN UNTIL THE EFFECTIVE
DATE WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT.
4.8.
Additional Registrations.
The Company agrees that it will not register
the issuance or resale of any shares of Common Stock or securities convertible
into, exercisable or exchangeable for or evidencing any right to purchase or
subscribe for any shares of Common Stock, except for the registration of the
resale of the securities eligible to be covered by the Prior Registration
Statement (as more fully described