Stock Purchase And Investor Rights Agreement (Page 4 of 9) in pdf

capital stock of the Company have been issued in accordance with applicable

federal and state securities laws, rules and regulations.

2.9

Books and Financial Records. All the accounts, books, registers, ledgers, Board

minutes and financial and other material records of whatsoever kind of each of the

Company and its subsidiaries have been fully properly and accurately kept and

completed; there are no material inaccuracies or discrepancies of any kind

contained or reflected therein; and they give and reflect a true and fair view of the

financial, contractual and legal position of each company.

2.10

Minute Books. The minute books of each of the Company and its subsidiaries

contain a complete summary of all meetings of directors and stockholders since

the time of incorporation of such company and reflect all transactions referred to

in such minutes accurately in all material respects.

2.11

Labor Union Agreements and Actions. Neither the Company, nor any of its

subsidiaries is bound by or subject to (and none of its assets or properties is bound

by or subject to) any written or oral, express or implied, contract, commitment or

arrangement with any labor union, and no labor union has requested or has sought

to represent any of the employees, representatives or agents of any such company.

The Company is not an “investment company” or a

2.12

Investment Company.

company “controlled” by an “investment company,” within the meaning of the

Investment Company Act of 1940, as amended.

Representations and Warranties of Purchaser. Purchaser hereby represents and warrants

to the Company that the statements in the following paragraphs of this Section 4 are all

true and complete as of the date hereof:

3.1

Exempt Transaction. Purchaser understands that the offering and sale of the

Stock is intended to be exempt from registration under the Act and exempt from

registration or qualification under any state law.

3.2

Authorization. Purchaser represents that it has full power and authority to enter

into this Agreement. This Agreement has been duly and validly executed and

delivered by Purchaser, and upon the execution and delivery by Sellers of this

Agreement and the performance by Sellers of their obligations herein, will

constitute, a legal, valid and binding obligation of Purchaser enforceable against

Purchaser in accordance with its terms, except as such enforcement may be

limited by bankruptcy or insolvency laws or other laws affecting enforcement of

creditors’ rights or by general principles of equity.

Stock Purchase And Investor Rights Agreement Page 4