AND/OR REGULATION PERTAINING.
SELLERS AND THE COMPANY HAVE
COMPLIED WITH ALL FEDERAL AND STATE SECURITIES LAWS IN CONNECTION WITH THE
OFFER, SALE AND DISTRIBUTION OF ITS SECURITIES.
2.12
CLOSING DOCUMENTS.
ALL MINUTES, CONSENTS OR OTHER DOCUMENTS
PERTAINING TO THE COMPANY TO BE DELIVERED AT THE CLOSING SHALL BE VALID AND IN
ACCORDANCE WITH THE LAWS OF DELAWARE.
2.13
TITLE.
THE SELLERS HAVE GOOD, CLEAN AND MARKETABLE TITLE TO ALL
OF THE SHARES.
THE SHARES ARE FREE AND CLEAR OF AND FROM ALL ENCUMBRANCES,
EXCEPT FOR RESTRICTIONS ON TRANSFER IMPOSED BY FEDERAL AND STATE SECURITIES
LAWS.
NONE OF THE SHARES ARE OR WILL BE SUBJECT TO ANY VOTING TRUST OR
AGREEMENT NOR SUBJECT TO ANY RIGHTS OF FIRST REFUSAL, PRE-EMPTIVE OR SIMILAR
RIGHTS.
NO PERSON HOLDS OR HAS THE RIGHT TO RECEIVE ANY PROXY OR SIMILAR
INSTRUMENT WITH RESPECT TO ANY OF THE SHARES.
SELLERS ARE NOT A PARTY TO ANY
AGREEMENT WHICH OFFERS OR GRANTS TO ANY PERSON THE RIGHT TO PURCHASE OR ACQUIRE
ANY OF THE SHARES. THERE IS NO APPLICABLE LOCAL, STATE OR FEDERAL LAW, RULE,
REGULATION, OR DECREE WHICH WOULD, AS A RESULT OF THE PURCHASE OF THE SHARES BY
PURCHASER, IMPAIR, RESTRICT OR DELAY VOTING RIGHTS WITH RESPECT TO THE SHARES.
2.14
NO RIGHTS.
SELLERS ACKNOWLEDGE AND UNDERSTAND THAT AS OF THE DATE
OF THIS AGREEMENT AND FOLLOWING THE SALE OF THE SELLERS' SHARES TO PURCHASERS,
SELLERS WILL HAVE NO RIGHTS TO, DIRECTLY OR INDIRECTLY BENEFICIALLY OWN, HAVE
THE RIGHT TO ACQUIRE, AUTHORIZE THE SALE OF, VOTE, RECEIVE DIVIDENDS, OR HAVE
ANY CLAIMS OR ANY RIGHTS, INCLUDING VOTING RIGHTS, RELATING TO SUCH SHARES.
2.15
FUTURE APPRECIATION.
SELLERS ACKNOWLEDGE AND UNDERSTAND THAT AS A
RESULT OF THE SALE OF THE SELLERS' SHARES, SELLERS WILL BE FOREGOING ANY
OPPORTUNITY SELLERS MAY HAVE TO REALIZE APPRECIATION IN THE VALUE OF THE COMPANY
AND/OR THE SHARES.
2.16
REPRESENTATIONS.
ALL REPRESENTATIONS AND WARRANTIES SHALL BE TRUE
AS OF THE CLOSING.
2.17
CONTRACT AND LEASES; LIABILITIES; PROPERTIES; EMPLOYEES.
THE
COMPANY, EXCEPT AS STATED IN THE SEC DOCUMENTS: (I) HAS NO ASSETS; (II) CONDUCTS
NO BUSINESS; (III) IS NOT A PARTY TO ANY CONTRACT, AGREEMENT OR LEASE; (IV) HAS
NO LIABILITIES (ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE); (V) OWNS NO
PROPERTY (REAL, PERSONAL OR OTHERWISE); (VI) HAS NO EMPLOYEES, OTHER THAN THE
SELLERS; AND/OR (VII) HAS NO DIRECTORS, OTHER THAN THE SELLERS.
2.18
BROKERS. THERE IS NO BROKER, FINDER OR INVESTMENT BANKER OR OTHER
PERSON ENTITLED TO ANY BROKERAGE, FINDER'S, INVESTMENT BANKING OR OTHER SIMILAR
FEE OR COMMISSION IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT BASED UPON ARRANGEMENTS MADE BY OR ON BEHALF OF THE COMPANY OR
PURCHASER.
2.19
NO OTHER AGREEMENTS TO SELL. COMPANY HAS NO OBLIGATION, ABSOLUTE OR
CONTINGENT, LEGALLY BINDING OR OTHERWISE TO ANY OTHER 'PERSON', AS HEREINAFTER
DEFINED, TO SELL ANY PORTION OF ITS ASSETS, TO SELL ANY PORTION OF ITS CAPITAL
STOCK OR OTHER OWNERSHIP INTERESTS OR TO AFFECT ANY MERGER, CONSOLIDATION OR
OTHER REORGANIZATION OF ITSELF OR TO ENTER INTO ANY AGREEMENT WITH RESPECT
THERETO.
2.20