OFFERINGS.
(X)
STOP TRANSFER.
THE SECURITIES ARE RESTRICTED SECURITIES AS OF
THE DATE OF THIS AGREEMENT.
NEITHER IT NOR ANY OF ITS SUBSIDIARIES WILL ISSUE
ANY STOP TRANSFER ORDER OR OTHER ORDER IMPEDING THE SALE AND DELIVERY OF ANY OF
THE SECURITIES AT SUCH TIME AS THE SECURITIES ARE REGISTERED FOR PUBLIC SALE OR
AN EXEMPTION FROM REGISTRATION IS AVAILABLE, EXCEPT AS REQUIRED BY STATE AND
FEDERAL SECURITIES LAWS.
(Y)
DILUTION.
IT SPECIFICALLY ACKNOWLEDGES THAT THE PARENT'S
OBLIGATION TO ISSUE THE SHARES OF COMMON STOCK UPON EXERCISE OF THE WARRANTS IS
BINDING UPON THE PARENT AND ENFORCEABLE REGARDLESS OF THE DILUTION SUCH ISSUANCE
MAY HAVE ON THE OWNERSHIP INTERESTS OF OTHER SHAREHOLDERS OF THE PARENT.
(Z)
PATRIOT ACT.
IT CERTIFIES THAT, TO THE BEST OF ITS KNOWLEDGE,
NEITHER IT NOR ANY OF ITS SUBSIDIARIES HAS BEEN DESIGNATED, NOR IS OR SHALL BE
OWNED OR CONTROLLED, BY A "SUSPECTED TERRORIST" AS DEFINED IN EXECUTIVE ORDER
13224.
IT HEREBY ACKNOWLEDGES THAT LAURUS SEEKS TO COMPLY WITH ALL APPLICABLE
LAWS CONCERNING MONEY LAUNDERING AND RELATED ACTIVITIES.
IN FURTHERANCE OF
THOSE EFFORTS, IT HEREBY REPRESENTS, WARRANTS AND COVENANTS THAT:
(I) NONE OF
THE CASH OR PROPERTY THAT IT OR ANY OF ITS SUBSIDIARIES WILL PAY OR WILL
CONTRIBUTE TO LAURUS HAS BEEN OR SHALL BE DERIVED FROM, OR RELATED TO, ANY
ACTIVITY THAT IS DEEMED CRIMINAL UNDER UNITED STATES LAW; AND (II) NO
CONTRIBUTION OR PAYMENT BY IT OR ANY OF ITS SUBSIDIARIES TO LAURUS, TO THE
EXTENT THAT THEY ARE WITHIN ITS OR ANY SUCH SUBSIDIARY'S 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.
IT SHALL PROMPTLY NOTIFY LAURUS IF ANY OF THESE REPRESENTATIONS,
WARRANTIES AND COVENANTS CEASES TO BE TRUE AND ACCURATE REGARDING IT OR ANY OF
ITS SUBSIDIARIES.
IT SHALL PROVIDE LAURUS WITH ANY ADDITIONAL INFORMATION
REGARDING IT AND EACH SUBSIDIARY THEREOF THAT LAURUS DEEMS NECESSARY OR
CONVENIENT TO ENSURE COMPLIANCE WITH ALL APPLICABLE LAWS CONCERNING MONEY
LAUNDERING AND SIMILAR ACTIVITIES.
IT UNDERSTANDS AND AGREES THAT IF AT ANY
TIME
21
IT IS DISCOVERED THAT ANY OF THE FOREGOING REPRESENTATIONS, WARRANTIES AND
COVENANTS ARE INCORRECT, OR IF OTHERWISE REQUIRED BY APPLICABLE LAW OR
REGULATION RELATED TO MONEY LAUNDERING OR 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 IT.
IT FURTHER UNDERSTANDS THAT LAURUS MAY RELEASE
CONFIDENTIAL INFORMATION ABOUT IT AND ITS SUBSIDIARIES AND, IF APPLICABLE, ANY
UNDERLYING BENEFICIAL OWNERS, TO PROPER AUTHORITIES IF LAURUS, IN ITS SOLE
DISCRETION, DETERMINES THAT IT IS IN THE BEST INTERESTS OF LAURUS IN LIGHT OF
RELEVANT RULES AND REGULATIONS UNDER THE LAWS SET FORTH IN SUBSECTION (II)
ABOVE.
(AA)
COMPANY NAME; LOCATIONS OF OFFICES, RECORDS AND COLLATERAL.
SCHEDULE 12(AA) SETS FORTH EACH COMPANY'S NAME AS IT APPEARS IN OFFICIAL FILINGS
IN THE STATE OF