PURCHASER (OR HIS OR HER ESTATE)
SHALL DELIVER TO THE COMPANY SUCH CERTIFICATES OR OTHER INSTRUMENTS REPRESENTING
THE SHARES SO PURCHASED, APPROPRIATELY ENDORSED BY THE PURCHASER (OR HIS OR HER
ESTATE), AS THE COMPANY MAY REASONABLY REQUIRE.
7.
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.
THE COMPANY REPRESENTS AND WARRANTS TO THE PURCHASER THAT (A) THE
COMPANY HAS BEEN DULY INCORPORATED AND VALIDLY EXISTS UNDER THE LAWS OF THE
STATE OF ITS INCORPORATION, (B) THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY THE COMPANY AND CONSTITUTES A VALID AND LEGALLY
BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE
WITH ITS TERMS AND (C) THE SHARES, WHEN ISSUED, DELIVERED AND PAID FOR IN
ACCORDANCE WITH THE TERMS HEREOF, WILL BE DULY AND VALIDLY ISSUED, FULLY PAID
AND NONASSESSABLE, AND FREE AND CLEAR OF ANY LIENS OR ENCUMBRANCES OTHER THAN
THOSE CREATED PURSUANT TO THIS AGREEMENT, THE SHAREHOLDERS AGREEMENT, OR
OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
6
8.
COVENANTS OF THE COMPANY.
(A)
RULE 144.
THE COMPANY AGREES THAT AT ALL
TIMES AFTER IT HAS FILED A REGISTRATION STATEMENT AFTER THE DATE HEREOF PURSUANT
TO THE REQUIREMENTS OF THE SECURITIES ACT OR SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), RELATING TO ANY CLASS OF
EQUITY SECURITIES OF THE COMPANY (OTHER THAN (I) THE REGISTRATION OF EQUITY
SECURITIES OF THE COMPANY AND/OR OPTIONS OR INTERESTS IN RESPECT THEREOF TO BE
OFFERED PRIMARILY TO DIRECTORS AND/OR MEMBERS OF MANAGEMENT OR EMPLOYEES, SALES
AGENTS OR SIMILAR REPRESENTATIVES OF THE COMPANY OR ITS SUBSIDIARIES, OR
DIRECTORS OR SENIOR EXECUTIVES OF CORPORATIONS IN WHICH ENTITIES MANAGED OR
SPONSORED BY NORTH CASTLE PARTNERS, L.L.C. ("NORTH CASTLE") OR J.W. CHILDS
ASSOCIATES, L.P. ("CHILDS ASSOCIATES") HAVE MADE EQUITY INVESTMENTS AND/OR OTHER
PERSONS WITH WHOM NORTH CASTLE OR CHILDS ASSOCIATES HAS CONSULTING OR OTHER
ADVISORY RELATIONSHIPS, OR (II) THE REGISTRATION OF EQUITY SECURITIES AND/OR
OPTIONS OR OTHER INTERESTS IN RESPECT THEREOF SOLELY ON FORM S-4 OR S-8 OR ANY
SUCCESSOR FORM), IT WILL FILE THE REPORTS REQUIRED TO BE FILED BY IT UNDER THE
SECURITIES ACT AND THE EXCHANGE ACT AND THE RULES AND REGULATIONS ADOPTED BY THE
COMMISSION THEREUNDER (OR, IF THE COMPANY IS NOT REQUIRED TO FILE SUCH REPORTS,
IT WILL, UPON THE REQUEST OF THE PURCHASER, MAKE PUBLICLY AVAILABLE SUCH
INFORMATION AS NECESSARY TO PERMIT SALES PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT), TO THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE THE
PURCHASER TO SELL THE SHARES WITHOUT REGISTRATION UNDER THE SECURITIES ACT
WITHIN THE LIMITATION OF THE EXEMPTIONS PROVIDED BY (I) RULE 144, AS SUCH
RULE MAY BE AMENDED FROM TIME TO TIME, OR (II) ANY SUCCESSOR RULE OR REGULATION
HEREAFTER ADOPTED BY THE COMMISSION.
(B)
STATE SECURITIES LAWS.
THE COMPANY AGREES
TO USE ITS REASONABLE EFFORTS TO COMPLY WITH ALL STATE SECURITIES OR "BLUE SKY"
LAWS, IF ANY, APPLICABLE TO THE SALE OF THE SHARES TO THE PURCHASER, PROVIDED
THAT THE COMPANY SHALL NOT BE OBLIGATED TO QUALIFY OR