AND IF, AS AND WHEN ISSUED IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT AND DELIVERED TO IFC, THE SHARES WILL BE DULY AND VALIDLY ISSUED AND
OUTSTANDING, FULLY PAID AND NON-ASSESSABLE AND WILL BE FREE OF ANY ENCUMBRANCE
AND WILL NOT BE SUBJECT TO PREEMPTIVE RIGHTS, RIGHTS OF FIRST REFUSAL OR OTHER
RESTRICTIONS ON TRANSFER, OTHER THAN THOSE IMPOSED PURSUANT TO THIS AGREEMENT
AND SECURITIES LAWS OF GENERAL APPLICATION.
THE ISSUANCE AND SALE OF THE SHARES
WILL NOT BE SUBJECT TO PREEMPTIVE OR OTHER SIMILAR RIGHTS OF ANY HOLDER OF THE
COMPANY'S SECURITIES.
2.3
ENFORCEABILITY.
THIS AGREEMENT AND ALL OTHER TRANSACTION
DOCUMENTS TO BE EXECUTED AND DELIVERED BY THE COMPANY, WHEN DELIVERED IN
ACCORDANCE WITH THE TERMS HEREOF, SHALL HAVE BEEN DULY EXECUTED AND DELIVERED BY
THE COMPANY AND CONSTITUTE A LEGAL, VALID AND BINDING AGREEMENT AND OBLIGATION
OF THE COMPANY ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THEIR TERMS SUBJECT TO
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS NOW OR
HEREAFTER IN EFFECT GENERALLY RELATING TO OR AFFECTING CREDITORS' RIGHTS.
2.4
NO VIOLATION.
EXCEPT AS SET FORTH ON SCHEDULE 2.4, THE EXECUTION
AND THE DELIVERY BY THE COMPANY OF THIS AGREEMENT AND THE PERFORMANCE BY THE
COMPANY OF ITS OBLIGATIONS HEREUNDER, INCLUDING THE ISSUANCE AND SALE OF THE
SHARES, DOES NOT AND WILL NOT (I) CONFLICT WITH OR RESULT IN A BREACH OF THE
TERMS, CONDITIONS OR PROVISIONS OF, (II) CONSTITUTE A DEFAULT UNDER,
(III) RESULT IN A VIOLATION OF, OR (IV) REQUIRE ANY AUTHORIZATION, CONSENT OR
APPROVAL NOT HERETOFORE OBTAINED PURSUANT TO, (X) ANY MATERIAL WRITTEN OR ORAL
AGREEMENT OR INSTRUMENT, INCLUDING, WITHOUT LIMITATION, TRUST INSTRUMENT,
INDENTURE OR EVIDENCE OF INDEBTEDNESS, LEASE, CONTRACT OR OTHER OBLIGATION OR
COMMITMENT (EACH, A "CONTRACTUAL OBLIGATION") BINDING UPON THE COMPANY OR ANY
SUBSIDIARY OR ANY OF THEIR RESPECTIVE PROPERTIES OR ASSETS, TO THE EXTENT SUCH
CONFLICT, DEFAULT, VIOLATION OR UNOBTAINED AUTHORIZATION, CONSENT OR APPROVAL
COULD REASONABLY BE EXPECTED TO HAVE MATERIAL ADVERSE EFFECT, (Y) ANY FEDERAL,
STATE, OR LOCAL LAW, RULE, REGULATION OR ORDINANCE, OR ANY RESTRICTION, ORDER,
WRIT, JUDGMENT, AWARD, DETERMINATION, INJUNCTION OR DECREE OF ANY COURT OR
GOVERNMENT, OR ANY DECISION OR RULING OF ANY ARBITRATOR (EACH, A "REQUIREMENT OF
LAW") BINDING UPON OR APPLICABLE TO THE COMPANY OR ANY SUBSIDIARY OR ANY OF
THEIR RESPECTIVE PROPERTIES OR ASSETS, OR (Z) ANY PROVISION OF THE CERTIFICATE
OF INCORPORATION, BYLAWS OR COMPARABLE ORGANIZATIONAL DOCUMENTS OF THE COMPANY
OR ANY OF ITS SUBSIDIARIES.
2.5
LITIGATION.
EXCEPT AS SET FORTH IN SCHEDULE 2.5 OR IN THE
NOVEMBER REGISTRATION STATEMENT, THERE ARE NO PENDING OR TO THE COMPANY'S
KNOWLEDGE AFTER DUE INQUIRY OVERTLY THREATENED ACTIONS, CLAIMS, ORDERS, DECREES,
INVESTIGATIONS, SUITS OR PROCEEDINGS BY OR BEFORE ANY GOVERNMENTAL AUTHORITY,
ARBITRATOR, COURT OR ADMINISTRATIVE AGENCY WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, AND NO JUDGMENT OR ORDER HAS BEEN ISSUED WHICH
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
2.6
CHARTER.
THE COMPANY HAS DELIVERED TO IFC A TRUE AND CORRECT COPY
OF ITS CERTIFICATE OF INCORPORATION AND BYLAWS