DISBURSEMENT BY
LAURUS TO ANY COMPANY TO THE EXTENT WITHIN LAURUS' CONTROL, SHALL CAUSE LAURUS
TO BE IN VIOLATION OF THE UNITED STATES BANK
29
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 THE PARENT IN LIGHT
OF RELEVANT RULES AND REGULATIONS UNDER THE LAWS SET FORTH IN SUBSECTION (II)
ABOVE.
(I)
LIMITATION ON ACQUISITION OF COMMON STOCK.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ANY ANCILLARY AGREEMENT,
OR ANY DOCUMENT, INSTRUMENT OR AGREEMENT ENTERED INTO IN CONNECTION WITH ANY
OTHER TRANSACTION ENTERED INTO BY AND BETWEEN LAURUS AND ANY COMPANY (AND/OR
SUBSIDIARIES OR AFFILIATES OF ANY COMPANY), LAURUS SHALL NOT ACQUIRE STOCK IN
THE PARENT (INCLUDING, WITHOUT LIMITATION, PURSUANT TO A CONTRACT TO PURCHASE,
BY EXERCISING AN OPTION OR WARRANT, BY CONVERTING ANY OTHER SECURITY OR
INSTRUMENT, BY ACQUIRING OR EXERCISING ANY OTHER RIGHT TO ACQUIRE, SHARES OF
STOCK OR OTHER SECURITY CONVERTIBLE INTO SHARES OF STOCK IN THE PARENT, OR
OTHERWISE, AND SUCH OPTIONS, WARRANTS, CONVERSION OR OTHER RIGHTS SHALL NOT BE
EXERCISABLE) TO THE EXTENT SUCH STOCK ACQUISITION WOULD CAUSE ANY INTEREST
(INCLUDING ANY ORIGINAL ISSUE DISCOUNT) PAYABLE BY ANY COMPANY TO LAURUS NOT TO
QUALIFY AS PORTFOLIO INTEREST, WITHIN THE MEANING OF SECTION 881(C)(2) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") BY REASON OF SECTION
881(C)(3) OF THE CODE, TAKING INTO ACCOUNT THE CONSTRUCTIVE OWNERSHIP RULES
UNDER SECTION 871(H)(3)(C) OF THE CODE (THE "STOCK ACQUISITION LIMITATION").
THE STOCK ACQUISITION LIMITATION SHALL AUTOMATICALLY BECOME NULL AND VOID
WITHOUT ANY NOTICE TO ANY COMPANY UPON THE EARLIER TO OCCUR OF EITHER (A) THE
PARENT'S DELIVERY TO LAURUS OF A NOTICE OF REDEMPTION (AS DEFINED IN THE NOTES)
OR (B) THE EXISTENCE OF AN EVENT OF DEFAULT AT A TIME WHEN THE AVERAGE CLOSING
PRICE OF THE COMMON STOCK AS REPORTED BY BLOOMBERG, L.P. ON THE PRINCIPAL MARKET
FOR THE IMMEDIATELY PRECEDING FIVE TRADING DAYS IS GREATER THAN OR EQUAL TO 150%
OF THE EXERCISE PRICE (AS DEFINED IN THE WARRANT).
16.
POWER OF