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
31
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