ITS ORGANIZATION, THE TYPE OF ENTITY OF EACH COMPANY, THE
ORGANIZATIONAL IDENTIFICATION NUMBER ISSUED BY EACH COMPANY'S STATE OF
ORGANIZATION OR A STATEMENT THAT NO SUCH NUMBER HAS BEEN ISSUED, EACH COMPANY'S
STATE OF ORGANIZATION, AND THE LOCATION OF EACH COMPANY'S CHIEF EXECUTIVE
OFFICE, CORPORATE OFFICES, WAREHOUSES, OTHER LOCATIONS OF COLLATERAL AND
LOCATIONS WHERE RECORDS WITH RESPECT TO COLLATERAL ARE KEPT (INCLUDING IN EACH
CASE THE COUNTY OF SUCH LOCATIONS) AND, EXCEPT AS SET FORTH IN SUCH SCHEDULE
12(AA), SUCH LOCATIONS HAVE NOT CHANGED DURING THE PRECEDING TWELVE MONTHS.
AS
OF THE CLOSING DATE, DURING THE PRIOR FIVE YEARS, EXCEPT AS SET FORTH IN
SCHEDULE 12(AA), NO COMPANY HAS BEEN KNOWN AS OR CONDUCTED BUSINESS IN ANY OTHER
NAME (INCLUDING TRADE NAMES).
EACH COMPANY HAS ONLY ONE STATE OF ORGANIZATION.
(BB)
ERISA.
BASED UPON THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974 ("ERISA"), AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER:
(I) NEITHER IT NOR ANY OF ITS SUBSIDIARIES HAS ENGAGED IN ANY PROHIBITED
TRANSACTIONS (AS DEFINED IN SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE);
(II) IT AND EACH OF ITS SUBSIDIARIES HAS MET ALL APPLICABLE MINIMUM FUNDING
REQUIREMENTS UNDER SECTION 302 OF ERISA IN RESPECT OF ITS PLANS; (III) NEITHER
IT NOR ANY OF ITS SUBSIDIARIES HAS ANY KNOWLEDGE OF ANY EVENT OR OCCURRENCE
WHICH WOULD CAUSE THE PENSION BENEFIT GUARANTY CORPORATION TO INSTITUTE
PROCEEDINGS UNDER TITLE IV OF ERISA TO TERMINATE ANY EMPLOYEE BENEFIT PLAN(S);
(IV) NEITHER IT NOR ANY OF ITS SUBSIDIARIES HAS ANY FIDUCIARY RESPONSIBILITY FOR
INVESTMENTS WITH RESPECT TO ANY PLAN EXISTING FOR THE BENEFIT OF PERSONS OTHER
THAN ITS OR SUCH SUBSIDIARY'S EMPLOYEES; AND (V) NEITHER IT NOR ANY OF ITS
SUBSIDIARIES HAS WITHDRAWN, COMPLETELY OR PARTIALLY, FROM ANY MULTI-EMPLOYER
PENSION PLAN SO AS TO INCUR LIABILITY UNDER THE MULTIEMPLOYER PENSION PLAN
AMENDMENTS ACT OF 1980.
13.
COVENANTS.
EACH COMPANY, AS APPLICABLE, COVENANTS AND AGREES WITH
LAURUS AS FOLLOWS:
(A)
STOP-ORDERS.
IT SHALL ADVISE LAURUS, PROMPTLY AFTER IT RECEIVES
NOTICE OF ISSUANCE BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY OF ANY STOP ORDER OR OF ANY ORDER PREVENTING OR SUSPENDING
ANY OFFERING OF ANY SECURITIES OF THE PARENT, OR OF THE SUSPENSION OF THE
QUALIFICATION OF THE COMMON STOCK OF THE PARENT FOR OFFERING OR SALE IN ANY
JURISDICTION, OR THE INITIATION OF ANY PROCEEDING FOR ANY SUCH PURPOSE.
(B)
LISTING.
IT SHALL PROMPTLY SECURE THE LISTING OR QUOTATION, AS
APPLICABLE, OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS
ON THE PRINCIPAL MARKET UPON WHICH SHARES OF COMMON STOCK ARE LISTED OR QUOTED,
AS APPLICABLE, (SUBJECT TO OFFICIAL NOTICE OF ISSUANCE) AND SHALL MAINTAIN SUCH
LISTING OR QUOTATION, AS APPLICABLE, SO LONG AS ANY
22
OTHER SHARES OF COMMON STOCK SHALL BE SO LISTED OR QUOTED, AS APPLICABLE.
THE
PARENT SHALL MAINTAIN THE LISTING OR QUOTATION, AS APPLICABLE, OF ITS COMMON
STOCK ON THE NASDAQ OTC BULLETIN BOARD OR OTHER PRINCIPAL MARKET APPROVED IN
WRITING BY LAURUS, AND WILL COMPLY IN ALL