COMPANY FROM SELLING THE SECURITIES PURSUANT TO
RULE 506 UNDER THE SECURITIES ACT, OR ANY APPLICABLE EXCHANGE-RELATED
STOCKHOLDER APPROVAL PROVISIONS, NOR WILL THE COMPANY OR ANY OF ITS AFFILIATES
OR SUBSIDIARIES TAKE ANY ACTION OR STEPS THAT WOULD CAUSE THE OFFERING OF THE
SECURITIES TO BE INTEGRATED WITH OTHER OFFERINGS.
STOP TRANSFER.
THE SECURITIES ARE RESTRICTED SECURITIES AS OF THE DATE OF THIS
AGREEMENT.
NEITHER THE COMPANY 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.
DILUTION.
THE COMPANY SPECIFICALLY ACKNOWLEDGES THAT ITS OBLIGATION TO ISSUE
THE SHARES OF COMMON STOCK UPON EXERCISE OF THE WARRANTS IS BINDING UPON THE
COMPANY AND ENFORCEABLE
12
REGARDLESS OF THE DILUTION SUCH ISSUANCE MAY HAVE ON THE OWNERSHIP INTERESTS OF
OTHER SHAREHOLDERS OF THE COMPANY.
PATRIOT ACT.
THE COMPANY CERTIFIES THAT, TO THE BEST OF COMPANY'S KNOWLEDGE,
NEITHER THE COMPANY 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.
THE COMPANY HEREBY ACKNOWLEDGES THAT EACH OF THE CREDITOR PARTIES
SEEKS TO COMPLY WITH ALL APPLICABLE LAWS CONCERNING MONEY LAUNDERING AND RELATED
ACTIVITIES.
IN FURTHERANCE OF THOSE EFFORTS, THE COMPANY HEREBY REPRESENTS,
WARRANTS AND COVENANTS THAT:
(I) NONE OF THE CASH OR PROPERTY THAT THE COMPANY
OR ANY OF ITS SUBSIDIARIES WILL PAY OR WILL CONTRIBUTE TO ANY CREDITOR PARTY 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 THE
COMPANY OR ANY OF ITS SUBSIDIARIES TO ANY CREDITOR PARTY, TO THE EXTENT THAT
THEY ARE WITHIN THE COMPANY'S AND/OR ITS SUBSIDIARIES' CONTROL SHALL CAUSE ANY
CREDITOR PARTY 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.
THE COMPANY SHALL PROMPTLY NOTIFY THE AGENT IF ANY OF THESE
REPRESENTATIONS, WARRANTIES OR COVENANTS CEASES TO BE TRUE AND ACCURATE
REGARDING THE COMPANY OR ANY OF ITS SUBSIDIARIES.
THE COMPANY SHALL PROVIDE ANY
CREDITOR PARTY ALL ADDITIONAL INFORMATION REGARDING THE COMPANY OR ANY OF ITS
SUBSIDIARIES THAT SUCH CREDITOR PARTY DEEMS NECESSARY OR CONVENIENT TO ENSURE
COMPLIANCE WITH ALL APPLICABLE LAWS CONCERNING MONEY LAUNDERING AND SIMILAR
ACTIVITIES.
THE COMPANY UNDERSTANDS AND AGREES THAT IF AT ANY TIME IT IS
DISCOVERED THAT ANY OF THE FOREGOING REPRESENTATIONS, WARRANTIES OR COVENANTS
ARE INCORRECT, OR IF OTHERWISE REQUIRED BY APPLICABLE LAW OR REGULATION RELATED
TO MONEY LAUNDERING OR SIMILAR ACTIVITIES, THE CREDITOR PARTIES MAY UNDERTAKE
APPROPRIATE ACTIONS TO ENSURE COMPLIANCE WITH APPLICABLE LAW OR REGULATION,
INCLUDING BUT NOT LIMITED TO SEGREGATION AND/OR REDEMPTION OF ANY PURCHASER'S
INVESTMENT IN THE COMPANY.
THE COMPANY FURTHER UNDERSTANDS THAT