Financial Statement Exceptions Clause Samples

Financial Statement Exceptions. ASSET ACQUISITION AGREEMENT --------------------------- This Asset Acquisition Agreement (the "Agreement") is made as of the 1st day of September, 2004, by and among, BLUE MOON GROUP, Inc., a Delaware corporation (hereafter, "Buyer"), and GOT PIZZA, INC., an Illinois corporation (hereafter "Seller") BACKGROUND

Financial Statement Exceptions. 10 Section 2.5 Consents and Approvals .......................................10 Section 2.6 Defaults .....................................................11 Section 2.7

Financial Statement Exceptions. No Undisclosed Liabilities -------------- Schedule 3.9 Absence of Certain Changes ------------ Schedule 3.10 Material Contracts and Material Clients ------------- Schedule 3.11 Conflicts and Consents ------------- Schedule 3.12 Compliance with Laws and Permits ------------- Schedule 3.13 Litigation ------------- Schedule 3.14 The Company Benefit Plans, Employment Agreements and Labor Matters ------------- Schedule 3.15 Business Restrictions ------------- Schedule 3.16 Tangible Assets ------------- Schedule 3.17 Intangible Property Rights ------------- Schedule 3.18 Real Property Leases and Personal Property Leases ------------- Schedule 3.20 Inventory ------------- Schedule 3.21 Title Exceptions ------------- Schedule 3.22 Taxes and Tax Returns ------------- Schedule 3.23 Environmental and Safety Matters ------------- Schedule 3.24 Interested Party Transactions ------------- Schedule 3.25 Insurance ------------- Schedule 3.26 Brokers ------------- Schedule 3.28 Bank Accounts ------------- Schedule 5. 10.1 Parties to the Shareholders' Agreements --------------- Schedule 5. 10.2 Parties to the Non-Competition Agreements --------------- Schedule 10.2 Indemnification Provisions -------------

Financial Statement Exceptions. None Schedule 6.10 Litigation; Adverse Facts [* * *] Schedule 6.11

Financial Statement Exceptions. None. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DEJA FOODS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. No. Issue Date: April21, 2006 DEJA FOODS, INC., a corporation organized under the laws of the State of Nevada (the "Company"), hereby certifies that, for value received, LAURUS MASTER FUND, LTD., or assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time or from time to time up to 1,053,550 fully paid and nonassessable shares of Common Stock (as hereinafter defined), $0.001 par value per share, at the applicable Exercise Price per share (as defined below). The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein. As used herein the following terms, unless the context otherwise requires, have the following respective meanings: