STOCK
TO BE ISSUED IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT WILL BE, WHEN ISSUED IN ACCORDANCE WITH THE TERMS
HEREOF, DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE, AND NOT
SUBJECT TO, OR ISSUED IN VIOLATION OF, ANY KIND OF PREEMPTIVE, SUBSCRIPTION OR
ANY KIND OF SIMILAR RIGHTS.
THERE ARE NO BONDS, DEBENTURES, NOTES OR OTHER
INDEBTEDNESS OF THK HAVING THE RIGHT TO VOTE (OR CONVERT INTO SECURITIES HAVING
THE RIGHT TO VOTE) ON ANY MATTERS ON WHICH STOCKHOLDERS OF THK MAY VOTE.
EXCEPT
AS DESCRIBED ON SCHEDULE 5.2(A) HEREOF, THERE ARE NO OUTSTANDING SECURITIES,
OPTIONS, WARRANTS, CALLS, RIGHTS, COMMITMENTS, AGREEMENTS, ARRANGEMENTS OR
UNDERTAKINGS OF ANY KIND (CONTINGENT OR OTHERWISE) TO WHICH THK IS A PARTY OR
BOUND OBLIGATING THK TO ISSUE, DELIVER OR SELL, OR CAUSE TO BE ISSUED, DELIVERED
OR SOLD, ADDITIONAL SHARES OF CAPITAL STOCK OR OTHER VOTING SECURITIES OF THK OR
OBLIGATING THK TO ISSUE, GRANT, EXTEND OR ENTER INTO ANY AGREEMENT TO ISSUE,
GRANT OR EXTEND ANY SECURITY, OPTION, WARRANT, CALL, RIGHT, COMMITMENT,
AGREEMENT, ARRANGEMENT OR UNDERTAKING.
EXCEPT AS SET FORTH ON SCHEDULE 5.2(B),
NEITHER THK NOR ILEAD ACQUISITION SUB IS SUBJECT TO ANY OBLIGATION OR
REQUIREMENT TO PROVIDE FUNDS FOR, OR TO MAKE ANY INVESTMENT (IN THE FORM OF A
LOAN OR CAPITAL CONTRIBUTION) TO, OR IN, ANY PERSON.
ALL OF THE ISSUED AND
OUTSTANDING SHARES OF THK COMMON STOCK WERE ISSUED IN COMPLIANCE WITH ALL
APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
5.3
AUTHORIZATION; ENFORCEABILITY.
EACH OF THK,
ILEAD ACQUISITION
SUB AND THK LLC HAS THE CORPORATE OR COMPANY POWER AND AUTHORITY TO EXECUTE,
DELIVER AND PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT AND THE
OTHER DOCUMENTS TO WHICH IT IS OR THEY ARE A PARTY.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE OTHER DOCUMENTS TO WHICH IT IS OR THEY ARE
A PARTY AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN
HAVE BEEN DULY AUTHORIZED AND APPROVED BY THE BOARD OF DIRECTORS OF THK, THE
SHAREHOLDER AND BOARD OF DIRECTORS OF ILEAD ACQUISITION SUB AND MANAGERS AND
MEMBERS OF THK LLC, AND NO OTHER ACTION BY EITHER ENTITY OR ITS EQUITY HOLDERS
IS NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
THE OTHER DOCUMENTS.
THIS AGREEMENT AND EACH OF THE OTHER DOCUMENTS TO BE
EXECUTED AND DELIVERED BY EACH OF THK, ILEAD ACQUISITION SUB AND THK LLC HAVE
BEEN DULY EXECUTED AND DELIVERED BY, AND CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATIONS OF, EACH OF THEM, ENFORCEABLE AGAINST EACH OF THEM, IN ACCORDANCE
WITH THEIR TERMS, EXCEPT AS ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS RELATING TO OR
AFFECTING CREDITOR RIGHTS GENERALLY OR BY GENERAL EQUITY PRINCIPLES (REGARDLESS
OF WHETHER ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW).
5.4
NO VIOLATION OR CONFLICT.
NONE OF (A) THE EXECUTION AND DELIVERY
BY THK,
ILEAD ACQUISITION SUB AND THK LLC OF THIS AGREEMENT AND THE OTHER
DOCUMENTS TO BE EXECUTED AND DELIVERED BY