ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND
(II) AS LIMITED BY LAWS RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE,
INJUNCTIVE RELIEF, OR OTHER EQUITABLE REMEDIES.
SBRG HAS RECEIVED ALL CONSENTS,
APPROVALS, ORDERS WAIVERS AND AUTHORIZATIONS, AND HAS PROVIDED ALL NOTICES,
WHICH ARE NECESSARY IN CONNECTION WITH THE VALID EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE SALE OF THE SHARES.
(A)
THE SHARES ARE VALIDLY ISSUED AND ARE FULLY PAID AND
NONASSESSABLE.
(B)
SBRG HOLDS OF RECORD AND BENEFICIALLY OWNS THE SHARES FREE AND
CLEAR OF ALL LIENS, CHARGES, CLAIMS, ENCUMBRANCES, WARRANTS, SECURITY INTERESTS,
EQUITIES, RESTRICTIONS ON TRANSFER, RIGHT OF FIRST REFUSAL, PREEMPTIVE RIGHTS OR
OTHER DEFECTS IN TITLE OF ANY KIND OR DESCRIPTION (COLLECTIVELY,
"ENCUMBRANCES"), AND IS OFFERING, SELLING AND TRANSFERRING THE SHARES FREE AND
CLEAR OF ENCUMBRANCES, OTHER THAN SUCH RESTRICTIONS IMPOSED BY THIS AGREEMENT
AND UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS.
THERE IS NO ACTION,
SUIT, CLAIM, INVESTIGATION OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, AGAINST
SBRG OR CLAIM OR COUNTER-CLAIM INITIATED BY SBRG, THAT IS PENDING, OR TO SBRG'S
KNOWLEDGE, THREATENED (COLLECTIVELY, "PROCEEDINGS"), THAT COULD REASONABLY BE
EXPECTED TO AFFECT ADVERSELY SBRG'S OWNERSHIP AND SALE OF THE SHARES FREE AND
CLEAR OF ENCUMBRANCES, OR TO OTHERWISE PERFORM ANY OF ITS OBLIGATIONS HEREUNDER.
(C)
SBRG IS NOT A PARTY TO ANY OPTION, WARRANT, PURCHASE RIGHT, OR
OTHER CONTRACT OR COMMITMENT THAT COULD REQUIRE IT TO SELL, TRANSFER, OR
OTHERWISE DISPOSE OF ANY CAPITAL STOCK OF CKE (OTHER THAN THIS AGREEMENT).
SBRG
IS NOT A PARTY TO ANY VOTING TRUST, PROXY, OR OTHER AGREEMENT OR UNDERSTANDING
WITH RESPECT TO THE VOTING OF ANY CAPITAL STOCK OF CKE, INCLUDING, WITHOUT
LIMITATION, THE SHARES.
4.
PURCHASER INVESTMENT REPRESENTATIONS.
EACH PURCHASER MAKES THE
FOLLOWING REPRESENTATIONS AND WARRANTIES:
4.1
PURCHASER UNDERSTANDS THAT THE SHARES ARE NOT REGISTERED UNDER THE
SECURITIES ACT AND ARE NOT QUALIFIED OR REGISTERED UNDER BLUE SKY LAWS PURSUANT
TO EXEMPTIONS FROM REGISTRATION OR QUALIFICATION CONTAINED IN THE SECURITIES ACT
AND IN THE BLUE SKY LAWS.
PURCHASER UNDERSTANDS THAT THE SHARES MUST BE HELD
INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT AND UNDER THE BLUE SKY LAWS UNLESS EXEMPTIONS FROM THE REGISTRATION OR
QUALIFICATION REQUIREMENTS UNDER THE SECURITIES ACT AND UNDER THE BLUE SKY LAWS
ARE AVAILABLE IN CONNECTION WITH ANY PROPOSED TRANSFER OF THE SHARES BY
PURCHASER.
4.2
PURCHASER AGREES THAT NONE OF THE SHARES, NOR ANY INTEREST IN SUCH
SHARES, WILL BE RESOLD OR OTHERWISE TRANSFERRED BY PURCHASER WITHOUT
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT AND THE BLUE SKY LAWS
UNLESS EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE
AVAILABLE.
4.3
PURCHASER IS AWARE OF CKE'S BUSINESS AFFAIRS AND FINANCIAL
CONDITION AND HAS ACQUIRED SUFFICIENT INFORMATION ABOUT CKE TO REACH AN INFORMED
AND KNOWLEDGEABLE DECISION REGARDING THE MERITS AND RISKS OF INVESTING IN THE
SHARES.
PURCHASER HAS HAD AMPLE OPPORTUNITY TO REVIEW INFORMATION REGARDING CKE
AND TO ASK QUESTIONS OF CKE AND ITS REPRESENTATIVES AND TO SEEK INDEPENDENT
INVESTMENT, TAX, AND LEGAL ADVICE PRIOR TO INVESTING IN THE SHARES.
4.4
THE SHARES