KNOWINGLY AND WILLFULLY, AND WITH INTENT TO DEFRAUD, DIRECTLY AND INDIRECTLY, IN CONNECTION WITH THE PURCHASE AND SALE OF CYBERKEY SOLUTIONS INC. STOCK, DID THE FOLLOWING: (1) EMPLOYED A SCHEME TO DEFRAUD; (2) MADE UNTRUE STATEMENTS OF MATERIAL FACT AND OMITTED TO STATE MATERIAL FACTS NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; AND (3) ENGAGED IN ACTS, PRACTICES AND COURSES OF BUSINESS THAT OPERATED AS A FRAUD AND DECEIT, ALL IN VIOLATION OF TITLE 15:78j(b), 78ff
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