Line of Credit Agreement (2000)Full Document 

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                       PREFERRED STOCK AND PRIVATE EQUITY
                            LINE OF CREDIT AGREEMENT


         PREFERRED STOCK AND PRIVATE EQUITY LINE OF CREDIT AGREEMENT dated as of
December, 1998 (the "AGREEMENT"), between the entities listed on Schedule A
attached hereto (collectively referred to as the "Investors"), and IJNT
International, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "COMPANY").

         WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Investor,
from time to time as provided herein, and the Investors shall purchase up to (a)
$2,000,000 aggregate principal amount of the Preferred Stock, and (b) pursuant
to the equity line of credit established herein whereby the Company has the
option of exercising its "Put" rights upon the Investors (pro rata) for the
purchase and sale of up to $8,000,000 of Put Shares for a total aggregate
purchase price of $10,000,000 (the "AGGREGATE PURCHASE PRICE"); and

         WHEREAS, such investments will be made in reliance upon the provisions
of Section 4(2) ("SECTION 4(2)") and Regulation D ("REGULATION D") of the United
States Securities Act of 1933, as amended, and the regulations promulgated
thereunder (the "SECURITIES ACT"), and/or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect
to any or all of the investments in Common Stock to be made hereunder; and

         NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I
                               CERTAIN DEFINITIONS

         Section 1.1 "BID PRICE" shall mean the closing bid price (as reported
by Bloomberg L.P.) of the Common Stock on the Principal Market.

         Section 1.2 "CAPITAL SHARES" shall mean the Common Stock and any shares
of any other class of common stock whether now or hereafter authorized, having
the right to participate in the distribution of earnings and assets of the
Company.

         Section 1.3 "CAPITAL SHARES EQUIVALENTS" shall mean any securities,
rights, or obligations that are convertible into, exchangeable for, or have any
right to subscribe for any Capital Shares of the Company or any warrants,
options or other rights to subscribe for or purchase Capital Shares or any
security convertible into, or exchangeable for Capital Shares.

         Section 1.4 "CERTIFICATE OF DESIGNATION" shall mean the Certificate of
Designation for the Preferred Stock annexed hereto as Exhibit A.

         Section 1.5 "CLOSING" shall mean one of the closings of a purchase and
sale of the Common Stock and Preferred Stock pursuant to Article II.



         Section 1.6 "CLOSING DATE" shall mean with respect to a Closing for (i)
the Initial Shares shall be deemed the Subscription Date; and (ii) the Put
Shares shall be the twentieth Trading Day following the Put Date related to such
Closing; provided all conditions to such Closing have been satisfied on or
before such Trading Day.

         Section 1.7 "COMMITMENT AMOUNT" shall mean the $10,000,000 up to which
the Investors have agreed to provide to the Company in order to purchase the
Initial Shares, and Put Shares pursuant to the terms and conditions of this
Agreement.

         Section 1.8 "COMMITMENT PERIOD" shall mean the period commencing on the
earlier to occur of (i) thirty calendar days after the Effective Date, or (ii)
such earlier date as the Company and the Investors may mutually agree in
writing, and expiring on the earliest to occur of (x) the date on which the
Investors shall have purchased Put Shares pursuant to this Agreement for an
aggregate Purchase Price of $8,000,000, (y) the date this Agreement is
terminated pursuant to Section 2.4, or (z) the date occurring 18 months from the
date of commencement of the Commitment Period.

         Section 1.9 "COMMON STOCK" shall mean the Company's common stock, par
value $0.002 per share.

         Section 1.10 "CONDITION SATISFACTION DATE" shall have the meaning set
forth in Section 7.2.

         Section 1.11 "DAMAGES" shall mean any loss, claim, damage, liability,
costs and expenses (including, without limitation, reasonable attorney's fees
and disbursements and costs and expenses of expert witnesses and investigation).

         Section 1.12 "EFFECTIVE DATE" shall mean the date on which the SEC
first declares effective a Registration Statement registering the resale of the
Registrable Securities as set forth in the Registration Rights Agreement.

         Section 1.13 "ESCROW AGENT" shall mean the law firm of The Goldstein
Law Group, PC.

         Section 1.14 "ESCROW AGREEMENT" shall mean the agreement regarding the
escrow of the Initial Shares and Put Shares entered into between the Company,
the Escrow Agent and the Investors on the Subscription Date annexed hereto as
Exhibit B.

         Section 1.15 "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

         Section 1.16 "FLOOR PRICE" shall mean a Bid Price of One ($1.00) Dollar
per share of Common Stock.

         Section 1.17 "INITIAL SHARES" shall have the meaning set forth in
Section 2.7.

         Section 1.18 "INITIAL SHARES INVESTMENT AMOUNT" shall mean $2,000,000
Dollars.

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         Section 1.19 "INVESTMENT AMOUNT" shall mean the aggregate dollar amount
to be invested by the Investors to purchase Put Shares with respect to any Put
Date as notified by the Company to the Investors, all in accordance with Section
2.2 hereof.

         Section 1.20 "LEGEND" See Section 8.1.

         Section 1.21 "MARKET PRICE" on any given date shall mean the average of
the Bid Prices during each of the days of the Valuation Period.

         Section 1.22 "MATERIAL ADVERSE EFFECT" shall mean any effect on the
business, Bid Price, operations, properties, prospects, or financial condition
of the Company that is material and adverse to the Company and its subsidiaries
and affiliates, taken as a whole, and/or any condition, circumstance, or
situation that would prohibit or otherwise interfere with the ability of the
Company to enter into and perform any of its obligations under this Agreement,
the Certificate of Designation, the Registration Rights Agreement, and/or the
Escrow Agreement, in any material respect.

         Section 1.23 "MAXIMUM PUT AMOUNT" on any Put Date shall mean the amount
indicated opposite the range in which the Closing Price is on such Put Date and
below the 30 Day Average Daily Trading Volume on such Put Date, as set forth in
the Table below:

--------------------- --------------------- ---------------------- -------------------- --------------------- 30-Day Avg. 30-Day Avg. 30-Day Avg. 30-Day Avg. ----------- ----------- ----------- ----------- Daily Trading Daily Trading Daily Trading Daily Trading ------------- ------------- ------------- ------------- Volume Volume Volume Volume ------ ------ ------ ------ Bid Price 20,000-50,000 50,001-75,000 75,001-100,000 100,001-Above --------- ------------- ------------- -------------- ------------- --------------------- --------------------- ---------------------- -------------------- --------------------- $1.00 -$3.00 $100,000 $250,000 $400,000 $500,000 --------------------- --------------------- ---------------------- -------------------- --------------------- $3.01 - $6.00 $250,000 $500,000 $750,000 $750,000 --------------------- --------------------- ---------------------- -------------------- --------------------- $6.01 - $9.00 $500,000 $750,000 $1,000,000 $1,000,000 --------------------- --------------------- ---------------------- -------------------- --------------------- $9.01 - ABOVE $750,000 $1,000,000 $1,250,000 $1,250,000 --------------------- --------------------- ---------------------- -------------------- ---------------------
Section 1.24 "NASD" shall mean the National Association of Securities Dealers, Inc. Section 1.25 "OUTSTANDING" when used with reference to shares of Common Stock or Capital Shares (collectively the "SHARES"), shall mean, at any date as of which the number of such Shares is to be determined, all issued and outstanding Shares, and shall include all such Shares issuable in respect of outstanding scrip or any certificates representing fractional interests in such Shares; PROVIDED, HOWEVER, that "OUTSTANDING" shall not mean any such Shares then directly or indirectly owned or held by or for the account of the Company. Section 1.26 "PERSON" shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 3 Section 1.27 "PREFERRED STOCK" shall mean the Company's Series A Preferred Stock, with all of the rights and privileges as set forth in the Certificate of Designation. Section 1.28 "PRINCIPAL MARKET" shall mean the Nasdaq National Market, the Nasdaq Small-Cap Market, the Over the Counter Bulletin Board, the American Stock Exchange or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock. Section 1.29 "PURCHASE PRICE" shall mean (a) with respect to the Initial Shares, an amount equal to the "Liquidation Preference" as defined in the Certificate of Designation, and (b) with respect to Put Shares, 80% of the Market Price upon a Put Date (or such other date on which the Purchase Price is calculated in accordance with the terms and conditions of this Agreement). Section 1.30 "PUT" shall mean each occasion the Company elects to exercise its right to tender a Put Notice requiring the Investors to purchase shares of the Company's Common Stock, subject to the terms of this Agreement. Section 1.31 "PUT DATE" shall mean the Trading Day during the Commitment Period that a Put Notice to sell Common Stock to the Investors is deemed delivered pursuant to Section 2.2(b) hereof. Section 1.32 "PUT NOTICE" shall mean a written notice to the Investors setting forth the Investment Amount that the Company intends to sell to the Investors and Compliance Certification from the Company as attached hereto as Exhibit C. Section 1.33 "PUT SHARES" shall mean all shares of Common Stock or other securities issued or issuable pursuant to a Put that has occurred or may occur in accordance with the terms and conditions of this Agreement. Section 1.34 "REGISTRABLE SECURITIES" shall mean any of the Common Stock underlying the Initial Shares, and the Put Shares (i) in respect of which the Registration Statement has not been declared effective by the SEC, (ii) which have not been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("RULE 144") are met, (iii) which have not been otherwise transferred to holders who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend or (iv) the sales of which, in the opinion of counsel to the Company, are subject to any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. Section 1.35 "REGISTRATION RIGHTS AGREEMENT" shall mean the agreement regarding the filing of the Registration Statement for the resale of the Registrable Securities, entered into between the Company and the Investors on the Subscription Date annexed hereto as Exhibit D. 4 Section 1.36 "REGISTRATION STATEMENT" shall mean a registration statement on Form S-3 (if use of such form is then available to the Company pursuant to the rules of the SEC and, if not, on such other form promulgated by the SEC for which the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the resale of the Registrable Securities to be registered thereunder in accordance with the provisions of this Agreement, and the Registration Rights Agreement, and in accordance with the intended method of distribution of such securities), for the registration of the resale by the Investors of the Registrable Securities under the Securities Act. Section 1.37 "REGULATION D" shall have the meaning set forth in the recitals of this Agreement. Section 1.38 "SEC" shall mean the Securities and Exchange Commission. Section 1.39 "SECTION 4(2)" shall have the meaning set forth in the recitals of this Agreement. Section 1.40 "SECURITIES ACT" shall have the meaning set forth in the recitals of this Agreement. Section 1.41 "SEC DOCUMENTS" shall mean the Form 10-KSB, Form 10-QSB's, Form 8-K's, and Proxy Statements of the Company as supplemented to the date hereof, filed by the Company for a period of at twelve (12) months immediately preceding the date hereof until such time the Company no longer has an obligation to maintain the effectiveness of a Registration Statement as set forth in the Registration Rights Agreement. Section 1.42 "SUBSCRIPTION DATE" shall mean the date on which this Agreement is executed and delivered by the parties hereto. Section 1.43 "TRADING CUSHION" shall mean the mandatory 30 Trading Days between Put Dates. Section 1.44 "TRADING DAY" shall mean any day during which the New York Stock Exchange shall be open for business. Section 1.45 "VALUATION EVENT" shall mean an event in which the Company at any time during a Valuation Period takes any of the following actions: (a) subdivides or combines its Common Stock; (b) pays a dividend in its Capital Stock or makes any other distribution of its Capital Shares; (c) issues any additional Capital Shares ("ADDITIONAL CAPITAL SHARES"), otherwise than as provided in the foregoing Subsections (a) and (b) above, at a price per share less, or for other consideration lower, than the Bid Price in effect immediately prior to such issuance, or without consideration; 5 (d) issues any warrants, options or other rights to subscribe for or purchase any Additional Capital Shares and the price per share for which Additional Capital Shares may at any time thereafter be issuable pursuant to such warrants, options or other rights shall be less than the Bid Price in effect immediately prior to such issuance; (e) issues any securities convertible into or exchangeable for Capital Shares and the consideration per share for which Additional Capital Shares may at any time thereafter be issuable pursuant to the terms of such convertible or exchangeable securities shall be less than the Bid Price in effect immediately prior to such issuance; or (f) makes a distribution of its assets or evidences of indebtedness to the holders of its Capital Shares as a dividend in liquidation or by way of return of capital or other than as a dividend payable out of earnings or surplus legally available for dividends under applicable law or any distribution to such holders made in respect of the sale of all or substantially all of the Company's assets (other than under the circumstances provided for in the foregoing subsections (a) through (e). Section 1.46 "VALUATION PERIOD" shall mean with respect to the Purchase Price relating to any Put Notice, the average of the ten Trading Days immediately preceding the Closing of a Put; provided, however, that if a Valuation Event occurs during a Valuation Period, a new Valuation Period shall
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