EXHIBIT 10.1
SECURITIES PURCHASE AGREEMENT
AVAX Technologies, Inc.
2000 Hamilton Street
Suite 204
Philadelphia, PA
19130
Ladies & Gentlemen:
The undersigned (the "Investor"), hereby confirms its agreement
with
you as follows:
1. This
Securities Purchase Agreement (the "Agreement") is made
effective
as of February __, 2007, between AVAX Technologies, Inc., a
Delaware
corporation (the "Company"), and the Investor.
2. The
Company has authorized, subject to adjustment by the Company's
Board of Directors, the issuance and sale of shares of common stock
of
the Company, $0.004 par value per share (the "Common Stock"),
and
warrants to purchase shares of Common Stock (the "Warrant"), with
an
exercise price of $0.15 per share for the Series 2007A Warrants
pursuant to the forms of Warrants delivered simultaneously with
this
Agreement, to certain investors in a private placement (the
"Offering"). For every share of Common Stock purchased by the
Investor
in this Offering, such Investor shall be entitled to receive one
Series
2007A Warrant to purchase one share of Common Stock. The purchase
price
for the Common Stock and the associated Warrants will be $0.125
("Price
Per Share") for each share of Common Stock. The purchase price
is
allocated as follows: $0.11 per share of Common Stock, $0.015
per
Series 2007A Warrant purchased.
3. The
Company and the Investor agree that the Investor will purchase
from
the Company and the Company will issue and sell to the Investor
the
number of shares of Common Stock set forth on the signature page
for a
Price Per Share of $0.125 per share of Common Stock and
associated
Warrant, or an aggregate purchase price set forth on the
signature
page, pursuant to the Terms and Conditions for Purchase of Common
Stock
and Warrants attached hereto as ANNEX I and incorporated herein
by
reference as if fully set forth herein. Unless otherwise requested
by
the Investor, certificates representing the Common Stock and
Warrants
purchased
by the Investor will be registered in the Investor's name and
address as set forth below.
4. To
subscribe for shares of Common Stock and Warrants, each
Investor
must fully and completely answer each of the following
questions:
A. In
the past three years, has Investor or any person affiliated
with Investor had any position, office or other material
relationship with the AVAX Technologies, Inc. or any of its
affiliates?
YES _____
NO ____
If YES, please describe that position, office or other material
relationship:
10.1-1
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B. Does
Investor or any group of which Investor is a member or to
which it is related, beneficially own (including the right to
acquire or vote) any securities of the AVAX Technologies,
Inc.?
YES _____
NO ____
If YES, please list the number and type of securities of AVAX
Technologies, Inc. owned by Investor or any members of that
group:
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C. Is
Investor directly or indirectly affiliated or associated
with any member of the U.S. National Association of Securities
Dealers?
YES _____
NO ____
If YES, please list the NASD members with which Investor is
affiliated
or associated:
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D. Name
or natural person or persons (not companies or entities)
who are the ultimate controlling persons of Investor. The
ultimate controlling person or persons, if any, are the
natural person or persons who have the controlling stock or
voting position, if any, in Investor or the ultimate parent
entity of Investor. If the stock of Investor or Investor's
ultimate parent corporation is publicly traded on any U.S.,
European, Japanese or other stock exchange or market, then
Investor may not have an ultimate controlling natural person.
In that case, please list the name of the ultimate parent
entity whose stock is publicly traded on any market or stock
exchange.
Natural Person(s) who Controls Investor:
______________________________
Parent entity of Investor whose stock is publicly traded:
_____________
(If the answer is none for either question, write "none." "None" is
not
an acceptable answer to both questions without further
information
being provided to AVAX Technologies to explain those answers.)
E. Has
Investor or any person affiliated with or acting at the
direction of Investor traded in the Common Stock of AVAX
Technologies, Inc. at any time within the 30 days prior to the
date of this Agreement, including without limitation any sales
of Common Stock, any short sales of Common Stock or any other
transactions that may have the effect of affecting the trading
price of the Common Stock of the AVAX Technologies, Inc.?
YES _____
NO ____
If YES, please describe the trading activities by Investor, its
affiliate or persons acting at its direction within the past 30
days:
10.1-2
<PAGE>
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Please confirm that the foregoing correctly sets forth the
agreement
between us by signing in the space provided below for that
purpose.
------------------------------------
"INVESTOR"
By:
--------------------------------
(Signature)
Print Name:
------------------------
Title:
-----------------------------
Address:
---------------------------
------------------------------------
Tax ID No.:
------------------------
Contact Name:
----------------------
Telephone:
-------------------------
Facsimile:
-------------------------
Name in which shares should be registered (if different):
----------------------
U.S. Dollar Amount Invested: $_____________
Number of shares of Common Stock: ___________________
Number of Series 2007A Warrants: ___________________
Date:
____________________, 2007
AGREED AND ACCEPTED:
AVAX Technologies, Inc.
------------------------------------
By: Richard P.
Rainey
Title:
President
Date:
________________, 2007
[SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
10.1-3
<PAGE>
If Investor is a Registered Representative with a NASD member
firm,
have the following acknowledgment signed by the appropriate
party:
The undersigned NASD member firm acknowledges receipt of the notice
required by
Article 3, Sections 28(a) and (b) of the Rules of Fair
Practice.
By:
------------------------------------
Name of NASD Member Firm
By:
------------------------------------
Authorized Officer
[SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
10.1-4
<PAGE>
ANNEX I
TERMS AND CONDITIONS FOR PURCHASE OF COMMON STOCK AND WARRANTS
1. Authorization and Sale of the Common Stock and Warrants. Subject
to
the terms and conditions of this Agreement, the Company has
authorized the sale
of up to 200,000,000 shares of Common Stock, and the issuance of
Series 2007A
Warrants to purchase up to 200,000,000 shares of Common Stock. The
Company
reserves the right to increase or decrease these numbers.
2. Agreement to Sell and Purchase the Common Stock and
Warrants;
Subscription Date.
2.1 At the Closing (as defined in SECTION 3), the Company will
sell
to the Investor, and the Investor will purchase from the Company,
upon the terms
and conditions hereinafter set forth, the number of shares of
Common Stock and
Warrants set forth on the signature page hereto at the purchase
price set forth
on such signature page.
2.2 The Company is entering into this same form of Securities
Purchase Agreement with certain other investors (the "Other
Investors")
effective as of the date hereof (the "Subscription Date") and
expects to
complete sales of Common Stock and Warrants to them. (The Investor
and the Other
Investors are hereinafter sometimes collectively referred to as the
"Investors,"
and this Agreement and the Securities Purchase Agreements executed
by the Other
Investors are hereinafter sometimes collectively referred to as
the
"Agreements.")
2.3 At the time Investor executes this Agreement, Investor will
deposit the purchase price set forth on the signature page hereto
into the
account established at UMB Bank, N.A., as "Escrow Agent," in
accordance with the
wire transfer instruction attached hereto as EXHIBIT A.
3. Delivery of the Securities at Closing. The completion of the
purchase and sale of the Common Stock and Warrants (the "Closing")
shall occur
(the "Closing Date") within 5 business days after the Subscription
Date (or upon
such earlier date as the Company and the Investors shall agree), at
the offices
of the Company. Upon each Investor's execution of this Agreement,
each Investor
will wire transfer to the UMB Bank, N.A., as escrow agent (in
accordance with
the wire transfer instructions attached hereto as EXHIBIT A) the
full amount of
the purchase price for the Common Stock and Warrants being
purchased hereunder
as set forth on the signature page hereto, and at the Closing the
Company shall
deliver to the Investor the certificates representing such shares
of Common
Stock and the Warrants set forth on the signature page hereto, each
such
certificate to be registered in the name of the Investor or, if so
indicated on
the signature page hereto, in the name of a nominee designated by
the Investor.
The Company's obligation to issue the Common Stock and Warrants to
the Investor
shall be subject to the following conditions, any one or more of
which may be
waived by the Company: (a) receipt of a wire transfer of funds (in
accordance
with the wire transfer instructions attached hereto as EXHIBIT A)
in the full
amount of the purchase price for the Common Stock and Warrants
being purchased
hereunder as set forth on the signature page hereto; (b) completion
of the
purchases and sales under the Agreements with the Other Investors
such that a
minimum of $10,000,000 aggregate Purchase Price of shares of Common
Stock and
Warrants are sold pursuant to the Agreements; and (c) the accuracy
of the
representations and warranties made by the Investors and the
fulfillment of
those undertakings of the Investors to be fulfilled prior to the
Closing. The
Investor's obligation to purchase the Common Stock and Warrants
shall be subject
to the following conditions, any one or more of which may be waived
by the
Investor: (a) receipt by the Investor or its authorized agent of
one or more
certificates representing the number of shares of Common Stock and
Warrants set
forth on the signature page hereto; (b) receipt by the Investor of
an opinion
letter, dated as of the Closing Date, from Gilmore & Bell,
P.C., counsel to the
Company, in form
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reasonably satisfactory to the Investor; (c) the accuracy of the
representations
and warranties when made by the Company and as if made by the
Company at the
Closing and the fulfillment of those undertakings of the Company to
be fulfilled
prior to the Closing; (d) on the Closing Date, no legal action,
suit or
proceeding shall be pending or threatened which seeks to restrain
or prohibit
the transactions contemplated by the Agreements; (e) the Company
shall have
delivered to the Investors its certificate, dated the Closing Date,
duly
executed by its Chief Executive Officer to the effect set forth in
clause (c)
above; (f) the receipt by the Investors of a certificate, dated the
Closing
Date, of the Secretary or Assistant Secretary of the Company
certifying as to
(i) the accuracy of the certificate of incorporation and bylaws of
the Company
as in effect on the Closing Date (which shall be attached to such
certificate as
an exhibit), (ii) the accuracy of all resolutions of the board of
directors (and
committees thereof) of the Company relating to the Agreements and
the
transactions contemplated thereby (which shall be attached to such
certificate
as an exhibit) and (iii) the incumbency and signatures of all
officers of the
Company executing the Agreements and any other agreement or
document
contemplated thereby.
4. Representations, Warranties and Covenants of the Company. Except
as
otherwise described in the Company's SEC Documents (as defined in
SECTION 4.4)
or in the Confidential Private Placement Memorandum dated February
___, 2007, as
supplemented or amended and including all exhibits attached thereto
and
incorporated by reference therein (the "Memorandum"), which qualify
the
following representations, warranties and covenants in their
entirety, the
Company hereby represents and warrants to, and covenants with, the
Investor, as
follows:
4.1 Organization. Each of the Company and its Subsidiaries is
duly
organized, validly existing and in good standing under the laws of
the
jurisdiction of its organization. Each of the Company and its
Subsidiaries (as
defined in Rule 405 under the Securities Act of 1933, as amended
(the
"Securities Act")) has full power and authority to own, operate and
occupy its
properties and to conduct its business as presently conducted and
is registered
or qualified to do business and in good standing in each
jurisdiction in which
it owns or leases property or transacts business and where the
failure to be so
qualified would have a material adverse effect upon the financial
condition or
business, operations or assets of the Company and its Subsidiaries,
considered
as one enterprise, and no proceeding has been instituted in any
such
jurisdiction, revoking, limiting or curtailing, or seeking to
revoke, limit or
curtail, such power and authority or qualification, other than the
winding down
or dissolution of certain Subsidiaries no actively longer used in
the operation
of the Company's business.
4.2 Due Authorization. The Company has all requisite power and
authority to execute, deliver and perform its obligations under the
Agreements,
and the Agreements have been duly authorized and validly executed
and delivered
by the Company and constitute legal, valid and binding agreements
of the Company
enforceable against the Company in accordance with their terms,
except as rights
to indemnity and contribution may be limited by state or federal
securities laws
or the public policy underlying such laws, except as enforceability
may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or
similar laws affecting creditors' and contracting parties' rights
generally and
except as enforceability may be subject to general principles of
equity
(regardless of whether such enforceability is considered in a
proceeding in
equity or at law).
4.3 Non-Contravention. The execution and delivery of the
Agreements,
the issuance and sale of the Common Stock and Warrants to be sold
by the Company
under the Agreements, the fulfillment of the terms of the
Agreements and the
consummation of the transactions contemplated thereby will not (A)
conflict with
or constitute a violation of, or default (with or without the
giving of notice
or the passage of time or both) under, (i) any material bond,
debenture, note or
other evidence of indebtedness, or under any material lease,
indenture,
mortgage, deed of trust, loan agreement, joint venture or other
agreement or
instrument to which the Company or any Subsidiary is a party or by
which it or
any of its Subsidiaries or their respective properties are bound,
(ii) the
charter, bylaws or other
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organizational documents of the Company or any Subsidiary, or (iii)
any law,
administrative regulation, ordinance or order of any court or
governmental
agency, arbitration panel or authority applicable to the Company or
any
Subsidiary or their respective properties, except where such
conflict, violation
or default would not have a material adverse effect on the
financial condition
or results of operations of the Company and Subsidiaries taken as
one
enterprise, (B) result in the creation or imposition of any lien,
encumbrance,
claim, security interest or restriction whatsoever upon any of the
material
properties or assets of the Company or any Subsidiary or an
acceleration of
indebtedness pursuant to any obligation, agreement or condition
contained in any
material bond, debenture, note or any other evidence of
indebtedness or any
material indenture, mortgage, deed of trust or any other agreement
or instrument
to which the Company or any Subsidiary is a party or by which any
of them is
bound or to which any of the property or assets of the Company or
any Subsidiary
is subject. No consent, approval, authorization or other order of,
or
registration, qualification or filing with, any regulatory body,
administrative
agency, self-regulatory organization, stock exchange or market, or
other
governmental body in the United States is required for the
execution and
delivery of the Agreements and the valid issuance and sale of the
Common Stock
and Warrants to be sold pursuant to the Agreements, other than such
as have been
made or obtained, and except for any securities filings required to
be made
under federal or state securities laws.
4.4 Reporting Status. The Company has filed in a timely manner
all
documents that the Company was required to file under the
Securities Exchange
Act of 1934, as amended (the "Exchange Act"), during the 12 months
preceding the
date of this Agreement. The following documents complied in all
material
respects with the Securities and Exchange Commission's ("SEC")
requirements as
of their respective filing dates, and the information contained
therein as of
the date thereof did not contain an untrue statement of a material
fact or omit
to state a material fact required to be stated therein or necessary
to make the
statements therein in light of the circumstances under where they
were made not
misleading, except to the extent that information contained in any
such document
has been revised or superseded by a later filed SEC Document (as
defined below):
(i) the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 2005, including the exhibits thereto (the "Form
10-KSB");
(ii)
the Company's
Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2006; and
(iii) all other documents, including the exhibits thereto, filed
by
the Company with the SEC since December 31, 2005, pursuant to
the reporting requirements of the Exchange Act (together with
the Form 10-KSB, the "SEC Documents").
4.5 Capitalization. As of the date hereof, the authorized
capital
stock of the Company consists of 500,000,000 shares of Common Stock
and
5,000,000 shares of preferred stock, par value $0.004 per share, of
the Company
(the "Preferred Stock"). As of February 1, 2007, there were
approximately (i)
61,414,998 shares of Common Stock issued and outstanding, (ii)
3,054,283 shares
of Common Stock reserved for issuance under the Company's stock
option plans,
(iii) 895,000 shares issuable upon exercise of outstanding stock
options issued
by the Company to current or former employees, consultants and
directors of the
Company and its Subsidiaries and (iii) 21,221,290 shares issuable
upon exercise
of warrants to acquire shares of Common Stock. All outstanding
shares of Common
Stock are duly authorized, validly issued, fully paid and
nonassessable, free
from any liens or any other encumbrances created by the Company
with respect to
the issuance and delivery thereof and not subject to preemptive
rights. Other
than as disclosed in the SEC Documents or the Memorandum, there are
no
outstanding rights, options, warrants, preemptive rights, rights of
first
refusal agreements, commitments or similar rights for the purchase
or
acquisition from the Company of any securities of the Company. The
Common Stock
and Warrants to be sold pursuant to the Agreements have been
duly
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authorized, and when issued and paid for in accordance with the
terms of the
Agreements will be duly and validly issued, fully paid and
nonassessable, free
and clear of all pledges, liens, encumbrances and other
restrictions (other than
those arising under federal or state securities laws as a result of
the private
placement of the Common Stock and Warrants to the Investors). Other
than with
respect to the conversion rights for the outstanding bridge notes
described in
the Memorandum, no preemptive right, co-sale right, right of first
refusal or
other similar right exists with respect to the Common Stock and
Warrants or the
issuance and sale thereof. No further approval or authorization of
any
stockholder, the Board of Directors of the Company or others is
required for the
issuance and sale of the Common Stock and Warrants. Except as set
forth in the
SEC Documents and the registration rights of the holders of the
bridge notes
described in the SEC Documents and the Memorandum, no holder of any
of the
securities of the Company has any rights ("demand," "piggyback" or
otherwise) to
have such securities registered by reason of the intention to file,
filing or
effectiveness of a Registration Statement (as defined in SECTION
7.1 hereof).
The Company has agreed to include the shares of Common Stock
issuable to the
holders of the bridge notes in the Registration Statement.
4.6 Legal Proceedings. There is no material legal or
governmental
proceeding pending or, to the knowledge of the Company, threatened
to which the
Company or any Subsidiary or any officer or director of the Company
or any
Subsidiary in their capacity as such officer or director is or may
be a party or
of which the business or property of the Company or any Subsidiary
is subject
that is not disclosed in the SEC Documents. There is no action,
suit,
proceeding, inquiry or investigation before or by any court, public
board or
body (including, without limitation, the SEC) pending or, to the
knowledge of
the Company, threatened against or affecting the Company or any of
its
Subsidiaries wherein an unfavorable decision, ruling or fording
could adversely
affect the validity or enforceability of, or the authority or
ability of the
Company to perform its obligations under the Agreements.
4.7 No Violations. Neither the Company nor any Subsidiary is in
violation of its charter, bylaws, or other organizational document,
or in
violation of any law, administrative regulation, ordinance or order
of any court
or governmental agency, arbitration panel or authority applicable
to the Company
or any Subsidiary, including the rules, regulations and policies of
the SEC and
the Food and Drug Administration of the U.S. Department of Health
and Human
Services (the "FDA") and which violation, individually or in the
aggregate,
would be reasonably likely to have a material adverse effect on the
business,
operations, assets or financial condition of the Company and its
Subsidiaries,
considered as one enterprise, or is in default (and there exists no
condition
which, with or without the passage of time or giving of notice or
both, would
constitute a default) in any material respect in the performance of
any bond,
debenture, note or any other evidence of indebtedness in any
indenture,
mortgage, deed of trust or any other material agreement or
instrument to which
the Company or any Subsidiary is a party or by which the Company or
any
Subsidiary is bound or by which the properties of the Company or
any Subsidiary
are bound, which would be reasonably likely to have a material
adverse effect
upon the business, operations, assets or financial condition of the
Company and
its Subsidiaries, considered as one enterprise.
4.8 Governmental Permits, Etc. With the exception of the
matters
which are dealt with separately in SECTIONS 4.1, 4.4, 4.13 and
4.14, each of the
Company and it Subsidiaries has all necessary franchises, licenses,
certificates
and other authorizations from any foreign, federal, state or local
government or
governmental agency, department, or body that are currently
necessary for the
operation of the business of the Company and its Subsidiaries as
currently
conducted, except where the failure to currently possess could not
reasonably be
expected to have a material adverse effect upon the business,
operations, assets
or financial condition of the Company and its Subsidiaries,
considered as one
enterprise.
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4.9 Intellectual Property. Each of the Company and its
Subsidiaries
owns or possesses sufficient rights to use all patents, patent
rights,
trademarks, copyrights, licenses, inventions, trade secrets, trade
names and
know-how (collectively, "Intellectual Property") that are necessary
for the
conduct of its business as now conducted, and as proposed to be
conducted in the
SEC Documents, except where the failure to currently own or possess
could not
reasonably be expected to have a material adverse effect on the
financial
condition or business of the Company and its Subsidiaries
considered as one
enterprise. Except as set forth in the SEC Documents, (i) neither
the Company
nor any of its Subsidiaries has received any notice of, or has any
knowledge of,
any infringement of asserted rights of a third party with respect
to any
Intellectual Property that, individually or in the aggregate, would
have a
material adverse effect on the financial condition or business,
operations or
assets of the Company and its Subsidiaries considered as one
enterprise and (ii)
neither the Company nor any of its Subsidiaries has received any
notice of any
infringement rights by a third party with respect to any
Intellectual Property
that, individually or in the aggregate, would have a material
adverse effect
upon the business, operations, assets or financial condition of the
Company and
its Subsidiaries, considered as one enterprise.
4.10 Environmental Matters. The Company and its Subsidiaries (i)
are
in compliance in all material respects with any and all applicable
foreign,
federal, state and local laws and regulations relating to the
protection of
human health and safety, the environment or hazardous or toxic
substances or
wastes, pollutants or contaminants ("Environmental Laws"), (ii)
have received
all material permits, licenses or other approvals required of them
under
applicable Environmental Laws to conduct their respective
businesses, and (iii)
are in compliance with all terms and conditions of any permit,
license or
approval, except where such noncompliance with Environmental Laws,
failure to
receive required permits, licenses or other approvals or failure to
comply with
the terms and conditions of such permits, licenses or approvals
would not,
singly or in the aggregate, have a material adverse effect on the
Company and
its Subsidiaries taken as a whole.
4.11 Financial Statements. The financial statements of the
Company
and the related notes thereto included in the SEC Documents present
fairly in
all material respects, in accordance with generally accepted
accounting
principles, the financial position of the Company and its
Subsidiaries as of the
dates indicated, and the results of its operations and cash flows
for the
periods therein specified. Such consolidated financial statements
(including the
related notes) have been prepared in accordance with generally
accepted
accounting principles applied on a consistent basis throughout the
periods
therein specified, except as set forth in the SEC Documents and
subject, in the
case of unaudited financial statements, to normal year-end audit
adjustments.
4.12 No Material Adverse Change. Except as disclosed in the SEC
Documents, since December 31, 2005 there has not been (i) any
material adverse
change in the financial condition or earnings of the Company and
its
Subsidiaries considered as one enterprise nor has any material
adverse event
occurred to the Company or its Subsidiaries, (ii) any material
adverse event
affecting the Company or any of its Subsidiaries, (iii) any
obligation, direct
or contingent, that is material to the Company and its Subsidiaries
considered
as one enterprise, incurred by the Company, except obligations
incurred in the
ordinary course of business, (iv) any dividend or distribution of
any kind
declared, paid or made on the capital stock of the Company or any
of its
Subsidiaries, or (v) any loss or damage (whether or not insured) to
the physical
property of the Company which has been sustained which has a
material adverse
effect on the condition (financial or otherwise), earnings,
operations or
business of the Company and its Subsidiaries considered as one
enterprise.
Except as disclosed in the SEC Documents, neither the Company nor
any of its
Subsidiaries has (i) sold, assigned, transferred, abandoned,
mortgaged, pledged
or subjected to lien any of its material properties, tangible or
intangible, or
rights under any material contract, permit, license, franchise or
other
agreement or (ii) waived or cancelled any material indebtedness or
other
obligations owed to the Company or any such Subsidiary.
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4.13 No Manipulation of Stock. The Company has not taken and
will
not, in violation of applicable law, take, any action designed to
or that might
reasonably be expected to cause or result in stabilization or
manipulation of
the price of the Common Stock to facilitate the sale or resale of
the Common
Stock and the Common Stock issuable upon exercise of the
Warrants.
4.14 Insurance. The Company maintains and will continue to
maintain
insurance against loss or damage by fire or other casualty and such
other
insurance, including, but not limited to, product liability
insurance, in such
amounts and covering such risks as is reasonably adequate
consistent with
industry practice for the conduct of its business and the value of
its
properties, all of which insurance is in full force and effect.
4.15 Tax Matters. The Company has filed all material federal,
state
and local income and franchise and other tax returns required to be
filed and
has paid or accrued all taxes due in accordance therewith, and no
tax deficiency
has been determined adversely to the Company which has had (nor
does the Company
have any knowledge of any tax deficiency which, if determined
adversely to the
Company, might have) a material adverse effect on the condition
(financial or
otherwise), earnings, operations or business of the Company and its
Subsidiaries
considered as one enterprise.
4.16 Investment Company. The Company is not an "investment
company"
within the meaning of such term under the Investment Company Act of
1940 and the
rules and regulations of the SEC thereunder and will not become an
investment
company upon the receipt and application of the net proceeds of
this offering.
4.17 No Registration. Assuming the accuracy of the
representations
and warranties made by, and compliance with the covenants of, the
Investors in
SECTION 5 hereof, no registration of the
