ARE BEING ACQUIRED FOR PRIVATE INVESTMENT FOR
PURCHASER'S OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH
ANY DISTRIBUTION OF SUCH SHARES.
4.5
The sale of the Shares to Purchaser was not accompanied by the
publication of any written or printed communication or any communication by
means of recorded telephone messages or spoken on radio, television, or similar
communications media.
4.6
PURCHASER IS AN "ACCREDITED INVESTOR" AS DEFINED UNDER
SECTION 501(A) OF THE SECURITIES ACT.
4.7
PURCHASER ACKNOWLEDGES THAT THE CERTIFICATES REPRESENTING THE
SHARES WILL BEAR THE LEGENDS SET FORTH HEREIN:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT
AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT AS MAY BE AUTHORIZED UNDER THE SECURITIES ACT OF 1933, AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER.
4.8
PURCHASER UNDERSTANDS THAT THE SHARES CONSTITUTE "RESTRICTED
SECURITIES" FOR THE PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT.
4.9
PURCHASER UNDERSTANDS THAT SBRG WILL RELY UPON THE FOREGOING FOR
THE PURPOSES OF TRANSFERRING THE SHARES HEREUNDER.
PURCHASER HEREBY AGREES TO
INDEMNIFY SBRG AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND COUNSEL AND
HOLD THEM HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES SUFFERED AND LIABILITIES
INCURRED BY THEM (INCLUDING COSTS OF INVESTIGATION, DEFENSE, AND ATTORNEYS'
FEES) ARISING OUT OF ANY BREACH BY PURCHASER OF THE AGREEMENTS OR INACCURACY IN
THE REPRESENTATIONS AND WARRANTIES WHICH PURCHASER HAS MADE HEREIN.
5.
REPRESENTATIONS AND WARRANTIES OF CKE.
CKE MAKES THE FOLLOWING
REPRESENTATIONS AND WARRANTIES:
5.1
AUTHORIZATION. CKE HAS FULL POWER AND AUTHORITY TO ENTER INTO THIS
AGREEMENT AND MAKE THE LOANS TO PURCHASERS, AND SUCH ACTIONS HAVE BEEN DULY
AUTHORIZED BY ALL REQUISITE CORPORATE ACTION OF CKE AND WILL NOT RESULT IN A
BREACH, ACCELERATION OR VIOLATION OF ANY AGREEMENT TO WHICH CKE IS A PARTY OR IS
OTHERWISE BOUND.
THIS AGREEMENT, WHEN EXECUTED AND DELIVERED, WILL CONSTITUTE A
VALID AND LEGALLY BINDING OBLIGATION OF CKE, ENFORCEABLE AGAINST CKE IN
ACCORDANCE WITH ITS TERMS EXCEPT (I) AS LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM, AND OTHER LAWS OF GENERAL APPLICATION
AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND (II) AS LIMITED BY LAWS
RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF, OR
OTHER EQUITABLE REMEDIES.
CKE 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
DELIVERY OF THE PURCHASE PRICE ON BEHALF OF THE PURCHASERS.
6.
MISCELLANEOUS.
6.1
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO ITS CONFLICT OF LAW PRINCIPLES.
6.2
Binding Effect.
This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.
6.3
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL