TO (I) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (II) AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.
(D)
INVESTMENT FOR OWN ACCOUNT.
THE SECURITIES
ARE BEING ISSUED TO LAURUS FOR ITS OWN ACCOUNT FOR INVESTMENT ONLY, AND NOT AS A
NOMINEE OR AGENT AND NOT WITH A VIEW TOWARDS OR FOR RESALE IN CONNECTION WITH
THEIR DISTRIBUTION.
(E)
LAURUS CAN PROTECT ITS INTEREST.
LAURUS
REPRESENTS THAT BY REASON OF ITS, OR OF ITS MANAGEMENT'S, BUSINESS AND FINANCIAL
EXPERIENCE, LAURUS HAS THE CAPACITY TO EVALUATE THE MERITS AND RISKS OF ITS
INVESTMENT IN THE NOTES, AND THE SECURITIES AND TO PROTECT ITS OWN INTERESTS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, AND THE
ANCILLARY AGREEMENTS.
FURTHER, LAURUS IS AWARE OF NO PUBLICATION OF ANY
ADVERTISEMENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THE AGREEMENT
OR THE ANCILLARY AGREEMENTS.
(F)
ACCREDITED INVESTOR.
LAURUS REPRESENTS
THAT IT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D UNDER THE
SECURITIES ACT.
(G)
SHORTING.
NEITHER LAURUS NOR ANY OF ITS
AFFILIATES OR INVESTMENT PARTNERS HAS, WILL, OR WILL CAUSE ANY PERSON, TO
DIRECTLY ENGAGE IN "SHORT SALES" OF THE PARENT'S COMMON STOCK AS LONG AS ANY
MINIMUM BORROWING NOTE SHALL BE OUTSTANDING.
29
(H)
PATRIOT ACT.
LAURUS CERTIFIES THAT, TO THE
BEST OF LAURUS' KNOWLEDGE, LAURUS HAS NOT BEEN DESIGNATED, AND IS NOT OWNED OR
CONTROLLED, BY A "SUSPECTED TERRORIST" AS DEFINED IN EXECUTIVE ORDER 13224.
LAURUS SEEKS TO COMPLY WITH ALL APPLICABLE LAWS CONCERNING MONEY LAUNDERING AND
RELATED ACTIVITIES.
IN FURTHERANCE OF THOSE EFFORTS, LAURUS HEREBY REPRESENTS,
WARRANTS AND COVENANTS THAT:
(I) NONE OF THE CASH OR PROPERTY THAT LAURUS WILL
USE TO MAKE THE LOANS HAS BEEN OR SHALL BE DERIVED FROM, OR RELATED TO, ANY
ACTIVITY THAT IS DEEMED CRIMINAL UNDER UNITED STATES LAW; AND (II) NO
DISBURSEMENT BY LAURUS TO ANY COMPANY TO THE EXTENT WITHIN LAURUS' CONTROL,
SHALL CAUSE LAURUS TO BE IN VIOLATION OF THE UNITED STATES BANK SECRECY ACT, THE
UNITED STATES INTERNATIONAL MONEY LAUNDERING CONTROL ACT OF 1986 OR THE UNITED
STATES INTERNATIONAL MONEY LAUNDERING ABATEMENT AND ANTI-TERRORIST FINANCING ACT
OF 2001.
LAURUS SHALL PROMPTLY NOTIFY THE COMPANY AGENT IF ANY OF THESE
REPRESENTATIONS CEASES TO BE TRUE AND ACCURATE REGARDING LAURUS.
LAURUS AGREES
TO PROVIDE THE COMPANY ANY ADDITIONAL INFORMATION REGARDING LAURUS THAT THE
COMPANY DEEMS NECESSARY OR CONVENIENT TO ENSURE COMPLIANCE WITH ALL APPLICABLE
LAWS CONCERNING MONEY LAUNDERING AND SIMILAR ACTIVITIES.
LAURUS UNDERSTANDS AND
AGREES THAT IF AT ANY TIME IT IS DISCOVERED THAT ANY OF THE FOREGOING
REPRESENTATIONS ARE INCORRECT, OR IF OTHERWISE REQUIRED BY APPLICABLE LAW OR
REGULATION RELATED TO MONEY LAUNDERING SIMILAR ACTIVITIES, LAURUS MAY UNDERTAKE
APPROPRIATE ACTIONS TO ENSURE COMPLIANCE WITH APPLICABLE LAW OR REGULATION,
INCLUDING BUT NOT LIMITED TO SEGREGATION AND/OR REDEMPTION OF LAURUS' INVESTMENT
IN THE PARENT.
LAURUS FURTHER UNDERSTANDS THAT THE PARENT MAY RELEASE
INFORMATION ABOUT LAURUS AND, IF APPLICABLE, ANY UNDERLYING BENEFICIAL OWNERS,
TO PROPER AUTHORITIES IF THE PARENT, IN ITS SOLE DISCRETION, DETERMINES THAT IT
IS IN THE BEST INTERESTS OF