FULLY PAID AND NON-ASSESSABLE AND NOT SUBJECT TO PREEMPTIVE RIGHTS.
EXCEPT AS
SET FORTH ON SCHEDULE 3.3, THERE ARE NO OUTSTANDING BONDS, DEBENTURES, NOTES OR
OTHER INDEBTEDNESS OR OTHER SECURITIES OF WWAG HAVING THE RIGHT TO VOTE (OR
CONVERTIBLE INTO, OR EXCHANGEABLE FOR, SECURITIES HAVING THE RIGHT TO VOTE) ON
ANY MATTERS.
EXCEPT AS SET FORTH IN SCHEDULE 3.3, THERE ARE NO OUTSTANDING
SECURITIES, OPTIONS, WARRANTS, CALLS, RIGHTS, COMMITMENTS, AGREEMENTS,
ARRANGEMENTS OR UNDERTAKINGS OF ANY KIND TO WHICH WWAG IS A PARTY OR BY WHICH IT
IS BOUND OBLIGATING WWAG TO ISSUE, DELIVER OR SELL, OR CAUSE TO BE ISSUED,
DELIVERED OR SOLD, ADDITIONAL SHARES OF CAPITAL STOCK OR OTHER EQUITY OR VOTING
SECURITIES OF WWAG OR OBLIGATING WWAG TO ISSUE, GRANT, EXTEND OR ENTER INTO ANY
SUCH SECURITY, OPTION, WARRANT, CALL, RIGHT, COMMITMENT, AGREEMENT, ARRANGEMENT
OR UNDERTAKING.
THERE ARE NO OUTSTANDING CONTRACTUAL OBLIGATIONS, COMMITMENTS,
UNDERSTANDINGS OR ARRANGEMENTS OF WWAG TO REPURCHASE, REDEEM OR OTHERWISE
ACQUIRE OR MAKE ANY PAYMENT IN RESPECT OF ANY SHARES OF CAPITAL STOCK OF WWAG.
EXCEPT AS SET FORTH ON SCHEDULE 3.3, THERE ARE NO AGREEMENTS OR ARRANGEMENTS
PURSUANT TO WHICH WWAG IS OR COULD BE REQUIRED TO REGISTER SHARES OF WWAG COMMON
STOCK OR OTHER SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "SECURITIES ACT") OR OTHER
AGREEMENTS OR ARRANGEMENTS WITH OR AMONG ANY SECURITY HOLDERS OF WWAG WITH
RESPECT TO SECURITIES OF WWAG.
3.4.
CORPORATE AUTHORITY; NON-CONTRAVENTION. WWAG HAS ALL REQUISITE
CORPORATE AND OTHER POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND,
SUBJECT TO RECEIPT OF THE APPROVAL OF STOCKHOLDERS HOLDING THE REQUISITE NUMBER
OF SHARES REQUIRED UNDER APPLICABLE LAW AND WWAG'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION AND BYLAWS TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY
WWAG AND THE CONSUMMATION BY WWAG OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE
BEEN (OR AT CLOSING WILL HAVE BEEN) DULY AUTHORIZED BY ALL NECESSARY CORPORATE
ACTION ON THE PART OF WWAG.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND WHEN
DELIVERED BY WWAG SHALL CONSTITUTE A VALID AND BINDING OBLIGATION OF WWAG,
ENFORCEABLE AGAINST WWAG IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH
ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY OR BY GENERAL
PRINCIPLES OF EQUITY.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT DO NOT, AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
COMPLIANCE WITH THE PROVISIONS HEREOF WILL NOT, CONFLICT WITH, OR RESULT IN ANY
BREACH OR VIOLATION OF, OR DEFAULT (WITH OR WITHOUT NOTICE OR LAPSE OF TIME, OR
BOTH) UNDER, OR GIVE RISE TO A RIGHT OF TERMINATION, CANCELLATION OR
ACCELERATION OF OR "PUT" RIGHT WITH RESPECT TO ANY OBLIGATION OR TO A LOSS OF A
MATERIAL BENEFIT UNDER, OR RESULT IN THE CREATION OF ANY LIEN UPON ANY OF THE
PROPERTIES OR ASSETS OF WWAG UNDER, (I) THE CERTIFICATE OR ARTICLES OF
INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR CHARTER DOCUMENTS