THE PURCHASE OF SUCH INSURANCE AND CONSENT TO ITS PURCHASE IF AND AS REASONABLY
REQUESTED BY THE COMPANY TO DO SO.
Section 4 - Representations and Warranties
4.1
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER.
THE SHAREHOLDER
HEREBY REPRESENTS AND WARRANTS TO THE COMPANY:
(A)
THE SHAREHOLDER HAS, AND WILL TRANSFER AND DELIVER TO THE
COMPANY UPON ANY PURCHASE HEREUNDER, GOOD AND MARKETABLE TITLE TO THE SHARES
FREE AND CLEAR OF ALL LIENS, SECURITY INTERESTS, CLAIMS AND ENCUMBRANCES
WHATSOEVER.
(B)
THERE ARE NOT, AND WILL NOT BE AT THE CLOSING, ANY OUTSTANDING
OPTIONS, AGREEMENTS OR OTHER RIGHTS ENTITLING ANYONE TO PURCHASE ANY OF THE
SHARES, EXCEPT AS SET FORTH IN THIS AGREEMENT.
(C)
THE SHAREHOLDER HAS, AND UPON ANY DELIVERY OF THE SHARES WILL
HAVE, FULL RIGHT, POWER, AUTHORITY AND/OR CAPACITY, AS APPLICABLE, TO EXECUTE
THIS AGREEMENT AND PERFORM THE SHAREHOLDER'S OBLIGATIONS HEREUNDER.
THIS
AGREEMENT CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE SHAREHOLDER,
ENFORCEABLE AGAINST THE SHAREHOLDER IN ACCORDANCE WITH ITS TERMS.
(D)
NONE OF THE SHARES ARE, OR UPON ANY DELIVERY OF THE SHARES WILL
BE, SUBJECT TO ANY STOCK RESTRICTION, STOCK PURCHASE OR STOCK REDEMPTION
AGREEMENT, OR TO ANY OTHER RESTRICTION ON TRANSFER WHATSOEVER EXCEPT SUCH
RESTRICTIONS AS MAY EXIST UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS AND
THIS AGREEMENT.
(E)
THE SHAREHOLDER HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS THAT THE SHAREHOLDER IS CAPABLE OF EVALUATING THE MERITS
AND RISKS OF GRANTING THIS OPTION TO PURCHASE THE SHARES.
4
4.2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY
REPRESENTS AND WARRANTS TO THE SHAREHOLDER AS FOLLOWS:
(A)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OF THIS
AGREEMENT AND THE CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY ARE WITHIN THE COMPANY'S CORPORATE POWERS AND HAVE BEEN DULY AUTHORIZED
BY ALL NECESSARY CORPORATE ACTION ON THE PART OF THE COMPANY.
THIS AGREEMENT
HAS BEEN DULY EXECUTED AND DELIVERED BY THE COMPANY AND CONSTITUTES THE LEGAL,
VALID AND BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST THE COMPANY IN
ACCORDANCE WITH ITS TERMS.
(B)
THERE ARE NO CLAIMS OF ANY KIND OR ANY ACTIONS, SUITS,
PROCEEDINGS, ARBITRATIONS OR INVESTIGATIONS PENDING OR, TO THE COMPANY'S
KNOWLEDGE, THREATENED IN ANY COURT OR BEFORE ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR ARBITRATION PANEL OR OTHERWISE WHICH WOULD PREVENT THE
PERFORMANCE OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR
WHICH DECLARE THE SAME UNLAWFUL OR CAUSE THE RESCISSION THEREOF.
4.3
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS
AND WARRANTIES OF THE SHAREHOLDER MADE IN THIS AGREEMENT SHALL SURVIVE THE
DELIVERY OF THE SHARES BY THE SHAREHOLDER AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREIN, AND ANY INVESTIGATION MADE BY ANY PARTY
HERETO.
Section 5 - Legend
Upon the Trigger Date, the following legend shall immediately be placed upon
each certificate evidencing the Shares:
A Right of First Offer Agreement dated as of September 19, 2007 has been entered
into by the Shareholder and the Company and has been delivered to the Secretary
to be kept on file at