REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as
of August 24, 1999, among LAKOTA TECHNOLOGIES, INC., a Colorado
corporation (the "Company"), and the other undersigned parties
hereto (collectively, the "Purchasers").
1. INTRODUCTION. The Company and the Purchasers have
today executed that certain Securities Purchase Agreement (the
"Securities Purchase Agreement"), pursuant to which the Company has
agreed, among other things, to issue an aggregate of its $750,000
principal amount of 8% Convertible Notes due August 24, 2001 (the
"Notes") to the Purchasers. The Notes are convertible into an
indeterminable number of shares (the "Conversion Shares") of the
Company's common stock, no par value per share (the "Common Stock"),
pursuant to the terms of the Notes. In addition, pursuant to the
terms of the Securities Purchase Agreement and the transactions
contemplated thereby, the Company has issued to the Purchasers
Common Stock Purchase Warrants exercisable for an aggregate of
5,000,000 shares of Common Stock (the "Warrant Shares"). The number
of Conversions Shares and Warrant Shares is subject to adjustment
upon the occurrence of stock splits, recapitalizations and similar
events occurring after the date hereof. The Conversion Shares and
the Warrant Shares are collectively herein referred to as the
"Securities." Certain capitalized terms used in this Agreement are
defined in Section 3 hereof; references to sections shall be to
sections of this Agreement.
2. REGISTRATION UNDER SECURITIES ACT.
2.1 MANDATORY REGISTRATION. As soon as practicable after the date
hereof, the Company shall prepare and file a registration statement
on Form SB-2 or such other appropriate registration form of the
Commission (the "Registration Statement") to effect the registration
under the Securities Act of all, but not less than all, of the
Registrable Securities to permit the public disposition of such
Registrable Securities in accordance with the intended method or
methods of disposition specified by the Purchasers and their
permitted assigns or transferees (collectively, the "Holders"); provided,
however, such intended method of disposition shall not include an
underwritten offering of the Registrable Securities. The Company
shall use its best efforts to cause the Registration Statement to be
declared effective by the Commission. The Company will pay all
Registration Expenses in connection with the registration of the
Registrable Securities.
2.2 REGISTRATION PROCEDURES. In connection with the
registration of the Registrable Securities under the Securities Act
as provided in Section 2.1 the Company shall:
(i) prepare and file with the Commission as soon
as practicable after the date hereof the Registration Statement
(including such audited financial statements as may be required by
the Securities Act or the rules and regulations promulgated
thereunder) and thereafter use its best efforts to cause such
registration statement to be declared effective by the Commission;
(ii) prepare and file with the Commission such
amendments and supplements to the Registration Statement and the
prospectus used in connection therewith as may be necessary to keep
the Registration Statement effective and to comply with the
provisions of the
Securities Act with respect to the disposition of
all Registrable Securities covered by the Registration Statement,
until the earlier to occur of two (2) years after the date of this
Agreement (subject to the right of the Company to suspend the
effectiveness thereof for not more than 60 consecutive days or an
aggregate of 120 days in such two (2) years period) or such time as
all of the securities which are the subject of the Registration
Statement cease to be Registrable Securities (such period, in each
case, the "Registration Maintenance Period");
(iii) furnish to each seller of Registrable
Securities covered by the Registration Statement such number of
conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus contained in the
Registration Statement (including each preliminary prospectus and
any summary prospectus) and any other prospectus filed under Rule
424 under the Securities Act, in conformity with the requirements of
the Securities Act, and such other documents, as such seller may
reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by such seller;
(iv) use its reasonable efforts to register or
qualify all Registrable Securities and other securities covered by
the Registration Statement under such other securities laws or blue
sky laws as any seller thereof shall reasonably request, to keep
such registrations or qualifications in effect for so long as the
Registration Statement remains in effect, and take any other action
which may be reasonably necessary to enable such seller to
consummate the disposition in such jurisdictions of the securities
owned by such seller, except that the Company shall not for any such
purpose be required to qualify generally to do business as a foreign
corporation in any jurisdiction wherein it would not but for the
requirements of this subdivision (iv) be obligated to be so
qualified or to consent to general service of process in any such
jurisdiction;
(v) use its best efforts to cause all Registrable
Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities
as may be necessary to enable the seller or sellers thereof to
consummate the disposition of such Registrable Securities;
(vi) notify each seller of the Registrable
Securities covered by the Registration Statement promptly and
confirm such advice in writing promptly after the Company has
knowledge thereof:
(A) when the Registration Statement, the prospectus or any
prospectus supplement related thereto or post-effective amendment to
the Registration Statement has been filed, and, with respect to the
Registration Statement or any post-effective amendment thereto, when
the same has become effective;
(B) of any request by the Commission for amendments or
supplements to the Registration Statement or the prospectus or for
additional information;
(C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
initiation of any proceedings by any Person for that purpose; and
(D) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any Registrable
Securities for sale under the securities or blue sky laws of any
jurisdiction or the initiation or threat of any proceeding for such
purpose;
(vii) notify each seller of Registrable Securities
covered by the Registration Statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities
Act, upon discovery that, or upon the happening of any event as a
result of which, the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and at
the request of any such seller promptly prepare and furnish to such
seller a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such securities, such
prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light
of the circumstances then existing;
(viii) use its best efforts to obtain the withdrawal
of any order suspending the effectiveness of the Registration
Statement at the earliest possible moment;
(ix) otherwise use its best efforts to comply with
all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least
twelve months, but not more than eighteen months, beginning with the
first full calendar month after the effective date of the
Registration Statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;
(x) enter into such agreements and take such other
actions as the sellers of the Registrable Securities covered by the
Registration Statement shall reasonably request in writing (at the
expense of the requesting or benefitting sellers) in order to
expedite or facilitate the disposition of such Registrable
Securities; and
(xi) use its best efforts to list all Registrable
Securities covered by the Registration Statement on any securities
exchange (if any) on which any of the Registrable Securities are
then listed.
The Company may require each seller of Registrable Securities
as to which any registration is being effected to furnish the
Company such information regarding such seller and the distribution
of such securities as the Company may from time to time reasonably
request in writing.
The Company will not file any registration statement pursuant
to Section 2.1, or amendment thereto or any prospectus or any
supplement thereto (including such documents incorporated by
reference and proposed to be filed after the initial filing of the
Registration Statement) to which a seller of Registrable Securities
shall reasonably object, provided that the Company may file such
document in a form required by law or upon the advice of its counsel.
The Company represents and warrants to each holder of
Registrable Securities that it has obtained all necessary waivers,
consents and authorizations necessary to execute this Agreement and
consummate the transactions contemplated hereby other than such
waivers, consents and/or authorizations specifically contemplated by
the Securities Purchase Agreement.
Each Purchaser agrees that, upon receipt of any notice from
the Company of the occurrence of any event of the kind described in
subdivision (vii) of this Section 2.2, such Purchaser will forthwith
discontinue such Purchaser's disposition of Registrable Securities
pursuant to the Registration Statement relating to such Registrable
Securities until such Purchaser's receipt of the copies of the
supplemented or amended prospectus contemplated by subdivision (vii)
of this Section 2.2 and, if so directed by the Company, will deliver
to the Company all copies, other than permanent file copies, then in
such Purchaser's possession of the prospectus relating to such
Registrable Securities current at the time of receipt of such notice.
2.3 PREPARATION; REASONABLE INVESTIGATION. In connection
with the preparation and filing of the Registration Statement under
the Securities Act pursuant to this Agreement, the Company will give
the holders of Registrable Securities registered under the
Registration Statement, the opportunity to participate in the
preparation of such registration statement, each prospectus included
therein or filed with the Commission, and each amendment thereof or
supplement thereto, and will give each of them such access to its
books and records and such opportunities to discuss the business of
the Company with its officers and the independent public accountants
who have certified its financial statements as shall be necessary to
conduct a reasonable investigation within the meaning of the
Securities Act.
2.4 INDEMNIFICATION. (A) INDEMNIFICATION BY THE
COMPANY. The Company will, and hereby does agree to, indemnify and
hold harmless the holder of any Registrable Securities covered by
the Registration Statement, its directors and officers, and each
other Person, if any, who controls such holder within the meaning of
the Securities Act against any losses, claims, damages or
liabilities, joint or several, to which such holder or any such
director or officer or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, any preliminary
prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and the Company will reimburse such holder and each such
director, officer and controlling person for any legal or any other
expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action
or proceeding, provided that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage, liability
(or action or proceeding in respect thereof) or expense arises out
of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration Statement,
any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such
holder stating that it is for use in the preparation thereof and,
provided further that the Company shall not be liable to any Person
to the extent that any such loss,
claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of
such Person's failure to send or give a copy of the final
prospectus, as the same may be then supplemented or amended, within
the time required by the Securities Act to the Person asserting the
existence of an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation
of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final prospectus or an
amendment or supplement thereto. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on
behalf of such holder or any such director, officer or controlling
person and shall survive the transfer of such securities by such
holder.
(B) INDEMNIFICATION BY THE SELLERS. Each Purchaser
agrees, and any other seller of Registrable Securities must agree,
as a condition to including any Registrable Securities in the
Registration Statement, to indemnify and hold harmless (in the same
manner and to the same extent as set forth in subdivision (a) of
this Section 2.4) the Company, each director of the Company, each
officer of the Company and each other Person, if any, who controls
the Company within the meaning of the Securities Act, with respect
to any statement or alleged statement in or omission or alleged
omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, if such statement
or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished
to the Company through an instrument duly executed by such Purchaser
or other seller specifically stating that it is for use in the
preparation of such registration statement, preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement. This
indemnity shall remain in full force and effect, regardless of any
investigation made by or on behalf of the Company or any such
director, officer or controlling person and shall survive the
transfer of such securities by the Purchaser or other such seller.
(C) NOTICES OF CLAIMS, ETC. Promptly after receipt by an
indemnified party of notice of the commencement of any action or
proceeding involving a claim referred to in the preceding
subdivisions of this Section 2.4, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying
party, give written notice to the latter of the commencement of such
action, provided that the failure of any indemnified party to give
notice as provided herein shall not relieve the indemnifying party
of its obligations under the preceding subdivisions of this Section
2.4, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any such action
is brought against an indemnified party, unless in such indemnified
party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such
claim, the indemnifying party shall be entitled to participate in
and to assume the defense thereof, jointly with any other
indemnifying party similarly notified, to the extent that the
indemnifying party may wish, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall,
without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement of any such action which
does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from
all liability, or a covenant not
to xxx, in respect to such claim or
litigation. No indemnified party shall consent to entry of any
judgment or enter into any settlement of any such action the defense
of which has been assumed by an indemnifying party without the
consent of such indemnifying party.
(D) OTHER INDEMNIFICATION. Indemnification similar to
that specified in the preceding subdivisions of this Section 2.4
(with appropriate modifications) shall be given by the Company and
each seller of Registrable Securities with respect to any required
registration or other qualification of securities under any Federal
or state law or regulation of any governmental authority, other than
the Securities Act.
(E) INDEMNIFICATION PAYMENTS. The indemnification
required by this Section 2.4 shall be made by periodic payments of
the amount thereof during the course of the investigation or
defense, as and when bills are received or expense, loss, damage or
liability is incurred.
(F) CONTRIBUTION. If the indemnification provided for in
the preceding subdivisions of this Section 2.4 is unavailable to an
indemnified party in respect of any expense, loss, claim, damage or
liability referred to therein, then each indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such
expense, loss, claim, damage or liability (i) in such proportion as
is appropriate to reflect the relative benefits received by the
Company on the one hand and the holder on the other from the
distribution of the Registrable Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault
of the Company on the one hand and of the holder on the other in
connection with the statements or omissions which resulted in such
expense, loss, damage or liability, as well as any other relevant
equitable considerations. The relative benefits received by the
Company on the one hand and the holder on the other in connection
with the distribution of the Registrable Securities shall be deemed
to be in the same proportion as the total net proceeds received by
the Company from the initial sale of the Registrable Securities by
the Company to the Purchasers bear to the gain, if any, realized by
all selling holders participating in such offering. The relative
fault of the Company on the one hand and of the holder, on the other
shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission to
state a material fact relates to information supplied by the Company
or by the holder and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement
or omission, provided that the foregoing contribution agreement
shall not inure to the benefit of any indemnified party if
indemnification would be unavailable to such indemnified party by
reason of the provisions contained in the first sentence of
subdivision (a) of this Section 2.4, and in no event shall the
obligation of any indemnifying party to contribute under this
subdivision (f) exceed the amount that such indemnifying party would
have been obligated to pay by way of indemnification if the
indemnification provided for under subdivisions (b) of this Section
2.4 had been available under the circumstances.
The Company and the holders of Registrable Securities agree
that it would not be just and equitable if contribution pursuant to
this subdivision (f) were determined by pro rata allocation (even if
the holders were treated as one entity for such purpose) or by any
other method of allocation that
does not take account of the
equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to in
the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth in the preceding sentence and
subdivision (c) of this Section 2.4, any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.
Notwithstanding the provisions of this subdivision (f), no
holder of Registrable Securities shall be required to contribute any
amount in excess of the amount by which the net proceeds received by
such holder from the sale of Registrable Securities exceeds the
amount of any damages that such holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or
omission. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
3. DEFINITIONS. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:
"Commission": The Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.
"Common Stock": As defined in Section 1.
"Company": As defined in the introductory paragraph of this
Agreement.
"Conversion Shares": As defined in Section 1.
"Exchange Act": The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.
"Notes": As defined in Section 1, such term to include any
securities issued in substitution of or in addition to such Notes.
"Person": A corporation, association, partnership,
organization, business, individual, governmental or political
subdivision thereof or a governmental agency.
"Purchasers": As defined in the introductory paragraph of
this Agreement.
"Registrable Securities": The Securities and any securities
issued or issuable with respect to such Securities by way of stock
dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other
reorganization or otherwise. Once issued such securities shall cease
to be Registrable Securities when (a) a registration statement with
respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (b) they
shall have been distributed to the public pursuant to Rule 144 (or
any successor provision) under the Securities Act, (c) they shall
have been otherwise transferred, new certificates for them not
bearing a legend
restricting further transfer shall have been
delivered by the Company and subsequent disposition of them shall
not require registration or qualification of them under the
Securities Act or any similar state law then in force, (d) they
shall have ceased to be outstanding, (e) on the expiration of the
Registration Maintenance Period or (f) any and all legends
restricting transfer thereof have been removed in accordance with
the provisions of Rule 144(k) (or any successor provision) under the
Securities Act.
"Registration Expenses": All expenses incident to the
Company's performance of or compliance with this Agreement,
including, without limitation, all registration, filing and listing
fees (if any) ,all fees and expenses of complying with securities or
blue sky laws, all word processing, duplicating and printing
expenses, messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent
public accountants, including the expenses of any special audits
required by or incident to such performance and compliance, premiums
and other costs of policies of insurance of the Company against
liabilities arising out of the public offering of the Registrable
Securities being registered, but excluding underwriting discounts
and commissions and transfer taxes, if any.
"Registration Maintenance Period": As defined in Section 2.2.
"Securities Act": The Securities Act of 1933, as amended,
and the rules and regulations of the Commission thereunder.
"Securities Purchase Agreement": As defined in Section 1.
"Warrant Shares": As defined in Section 1.
4. RULE 144. The Company shall timely file the reports required
to be filed by it under the Securities Act and the Exchange Act
(including but not limited to the reports under Sections 13 and
15(d) of the Exchange Act referred to in subparagraph (c) of Rule
144 adopted by the Commission under the Securities Act) and the
rules and regulations adopted by the Commission thereunder (or, if
the Company is not required to file such reports, will, upon the
request of any holder of Registrable Securities, make publicly
available other information) and will take such further action as
any holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (a) Rule 144
under the Securities Act, as such Rule may be amended from time to
time, or (b) any similar rule or regulation hereafter adopted by the
Commission. Upon the request of any holder of Registrable
Securities, the Company will deliver to such holder a written
statement as to whether it has complied with the requirements of
this Section 4.
5. AMENDMENTS AND WAIVERS. This Agreement may be amended and
the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the
Company shall have obtained the written consent to such amendment,
action or omission to act, of the holder or holders of the sum of
the 51% or more of the shares of (i) Registrable Securities issued
at such time, plus (ii) Registrable Securities issuable upon
exercise or conversion of the Securities then constituting
derivative securities (if such Securities were not fully exchanged or
converted in full as of the date such consent is sought). Each
holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any consent authorized by this Section
5, whether or not such Registrable Securities shall have been marked
to indicate such consent.
6. NOMINEES FOR BENEFICIAL OWNERS. In the event that any
Registrable Securities are held by a nominee for the beneficial
owner thereof, the beneficial owner thereof may, at its election, be
treated as the holder of such Registrable Securities for purposes of
any request or other action by any holder or holders of Registrable
Securities pursuant to this Agreement or any determination of any
number or percentage of shares of Registrable Securities held by any
holder or holders of Registrable Securities contemplated by this
Agreement. If the beneficial owner of any Registrable Securities so
elects, the Company may require assurances reasonably satisfactory
to it of such owner's beneficial ownership of such Registrable
Securities.
7. NOTICES. Except as otherwise provided in this Agreement, all
notices, requests and other communications to any Person provided
for hereunder shall be in writing and shall be given to such Person
(a) in the case of a party hereto other than the Company, addressed
to such party in the manner set forth in the Securities Purchase
Agreement or at such other address as such party shall have
furnished to the Company in writing, or (b) in the case of any other
holder of Registrable Securities, at the address that such holder
shall have furnished to the Company in writing, or, until any such
other holder so furnishes to the Company an address, then to and at
the address of the last holder of such Registrable Securities who
has furnished an address to the Company, or (c) in the case of the
Company, at the address set forth on the signature page hereto, to
the attention of its President, or at such other address, or to the
attention of such other officer, as the Company shall have furnished
to each holder of Registrable Securities at the time outstanding.
Each such notice, request or other communication shall be effective
(i) if given by mail, 72 hours after such communication is deposited
in the mails with first class postage prepaid, addressed as
aforesaid or (ii) if given by any other means (including, without
limitation, by fax or air courier), when delivered at the address
specified above, provided that any such notice, request or
communication shall not be effective until received.
8. ASSIGNMENT. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto. In
addition, and whether or not any express assignment shall have been
made, the provisions of this Agreement which are for the benefit of
the parties hereto other than the Company shall also be for the
benefit of and enforceable by any subsequent holder of any
Registrable Securities. Each of the Holders of the Registrable
Securities agrees, by accepting any portion of the Registrable
Securities after the date hereof, to the provisions of this
Agreement including, without limitation, appointment of the Sellers'
Representative to act on behalf of such Holder pursuant to the terms
hereof which such actions shall be made in the good faith discretion
of the Sellers' Representative and be binding on all persons for all
purposes.
9. DESCRIPTIVE HEADINGS. The descriptive headings of the
several sections and paragraphs of this Agreement are inserted for
reference only and shall not limit or otherwise affect the meaning
hereof.
10. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE
GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
THE PRINCIPLES OF CONFLICTS OF LAWS.
11. COUNTERPARTS. This Agreement may be executed by facsimile
and may be signed simultaneously in any number of counterparts, each
of which shall be deemed an original, but all such counterparts
shall together constitute one and the same instrument.
12. ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding between the Company and each other party
hereto relating to the subject matter hereof and supersedes all
prior agreements and understandings relating to such subject matter.
13. SEVERABILITY. If any provision of this Agreement, or the
application of such provisions to any Person or circumstance, shall
be held invalid, the remainder of this Agreement, or the application
of such provision to Persons or circumstances other than those to
which it is held invalid, shall not be affected thereby.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed and delivered by their respective officers thereunto
duly authorized as of the date first above written.
LAKOTA TECHNOLOGIES, INC.
By:/s/Xxx Xxxxxxxx
PURCHASERS
/s/Y.L. XXXXXX
/s/XXXXXX XXXXXXXXXX
/s/XXXXX XXXXXXX
/s/XXXXXX XXXXXXXX
/s/XXX X. XXXXXXXXXX
