GOOD AND MARKETABLE
TITLE TO THE COMPANY SHARES OWNED BY HIM, AND HAS FULL RIGHT, POWER AND
AUTHORITY TO SELL THE COMPANY SHARES TO THE COMPANY AS PROVIDED HEREIN.
THERE
ARE NO AGREEMENTS, ARRANGEMENTS, RIGHTS OR COMMITMENTS OF ANY CHARACTER RELATING
TO THE SALE, PURCHASE, REDEMPTION OR OTHER TRANSFER OF THE COMPANY SHARES TO BE
SOLD, ASSIGNED, CONVEYED, TRANSFERRED AND DELIVERED BY EARNSHAW TO THE COMPANY
HEREUNDER.
EARNSHAW HAS SOLE VOTING POWER AND SOLE POWER OF DISPOSITION AND
SOLE POWER TO AGREE TO ALL OF THE MATTERS SET FORTH IN THIS AGREEMENT, IN EACH
CASE WITH RESPECT TO ALL OF THE COMPANY SHARES, WITH NO LIMITATIONS,
QUALIFICATIONS OR RESTRICTIONS ON SUCH RIGHTS AND POWERS, AND EARNSHAW HAS NOT
GRANTED AND WILL NOT GRANT SUCH RIGHTS AND POWERS TO ANY OTHER PERSON OR ENTITY.
(B)
TRANSACTION NOT A BREACH.
NEITHER THE EXECUTION AND DELIVERY OF
THIS AGREEMENT NOR ITS PERFORMANCE WILL CONFLICT WITH OR RESULT IN THE BREACH OF
ANY OF THE TERMS OR CONDITIONS OF OR CONSTITUTE A DEFAULT UNDER ANY CONTRACT,
AGREEMENT, COMMITMENT, INDENTURE, MORTGAGE, NOTE, BOND, LICENSE OR OTHER
INSTRUMENT OR OBLIGATION TO WHICH EARNSHAW IS A PARTY OR BY WHICH EARNSHAW MAY
BE BOUND OR AFFECTED.
(C)
PURCHASE PRICE.
EARNSHAW IS FAMILIAR WITH THE OPERATIONS, ASSETS,
CONDITION (FINANCIAL AND OTHER) AND FUTURE PROSPECTS OF THE COMPANY AND
CONSIDERS THE PURCHASE PRICE TO BE A FAIR AND REASONABLE VALUATION OF THE
COMPANY SHARES AS OF THE DATE HEREOF.
4.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY
HEREBY REPRESENTS AND WARRANTS TO EARNSHAW THAT THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY THE COMPANY HAS BEEN DULY AND PROPERLY
AUTHORIZED BY ALL REQUISITE ACTION IN ACCORDANCE WITH APPLICABLE LAWS AND THE
ARTICLES OF INCORPORATION AND BYLAWS OF THE COMPANY.
5.
MISCELLANEOUS.
(A)
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
ILLEGAL, INVALID OR UNENFORCEABLE UNDER ANY PRESENT OR FUTURE LAW, AND IF THE
RIGHTS OR OBLIGATIONS OF ANY PARTY HERETO UNDER THIS AGREEMENT WILL NOT BE
MATERIALLY AND ADVERSELY AFFECTED THEREBY, (I) SUCH PROVISION WILL BE FULLY
SEVERABLE, (II) THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED AS IF SUCH
ILLEGAL, INVALID OR UNENFORCEABLE PROVISION HAD NEVER COMPRISED A PART HEREOF,
(III) THE REMAINING PROVISIONS OF THIS AGREEMENT WILL REMAIN IN FULL FORCE AND
EFFECT AND WILL NOT BE AFFECTED BY THE ILLEGAL, INVALID OR UNENFORCEABLE
PROVISION OR BY ITS SEVERANCE HEREFROM AND (IV) IN LIEU OF SUCH ILLEGAL, INVALID
OR UNENFORCEABLE PROVISION, THERE WILL BE ADDED AUTOMATICALLY AS A PART OF THIS
AGREEMENT A LEGAL, VALID AND ENFORCEABLE PROVISION AS SIMILAR IN TERMS TO SUCH
ILLEGAL, INVALID OR UNENFORCEABLE PROVISION AS MAY BE POSSIBLE.
(B)
AMENDMENT; WAIVER.
THIS AGREEMENT MAY BE AMENDED, OR ANY
PROVISION OF THIS AGREEMENT MAY BE WAIVED ONLY IN A WRITING SIGNED BY THE
PARTIES HERETO.
THE WAIVER BY ANY PARTY HERETO OF A BREACH OF ANY PROVISION OF
THIS AGREEMENT SHALL NOT OPERATE OR BE CONSTRUED AS A CONTINUING WAIVER OR AS A
WAIVER OF ANY OTHER BREACH.
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