Supercuts 2008 Annual Report Download - page 146

4.1.3 Certain Company Obligations.
(a) Prior to the end of the Phase I Term (as defined in the Consulting Agreement), the Wichita condominium lease shall either be
terminated, settled or assigned by BeautyFirst to CCC or an Affiliate thereof (other than the Company or a Subsidiary of the Company), in each
case at no cost to the Buyer Parties.
(b) Prior to the end of the Phase I Term (as defined in the Consulting Agreement), the three automobile leases to which BeautyFirst is a
party shall either be terminated, settled or assigned by BeautyFirst to CCC or an Affiliate thereof (other than the Company or a Subsidiary of the
Company), in each case at no cost to the Buyer Parties.
ARTICLE V
REPRESENTATIONS AND WARRANTIES CONCERNING
THE COMPANY, ITS SUBSIDIARIES AND THE SELLER
As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, the Seller hereby
represents and warrants to Buyer that as of the date hereof and as of the Closing Date:
5.1 Corporate Organization . The Company is a corporation duly organized, validly existing and in good standing under the laws of its
State of incorporation and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to
qualify, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. The Company possesses
all requisite corporate power and corporate authority necessary to own and operate its properties, to carry on its businesses as now conducted and
to carry out the transactions contemplated by this Agreement. The copies of the articles of incorporation and bylaws for the Company which
have been furnished to Buyer reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.
The minute books (containing the records of meetings of the stockholders, the board of directors and any committees of the board of directors)
and share register of the Company are correct and complete in all material respects. The Company is not in default under or in violation of any
provision of its articles of incorporation or bylaws. The attached Officers and Directors Schedule sets forth a list all of the officers and directors
of the Company.
5.2 Capital Stock and Related Matters; Title to Shares . The entire authorized Capital Stock of the Company consists of 25,000 shares
of common stock, par value $0.0001 per share (" Class A Shares ") and 25,000 shares of Class B non-voting common stock, par value $0.0001
per share (" Class B Shares "), of which 14,758 Class A Shares and 1,000 Class B Shares are issued and outstanding. 14,758 Class A Shares of
the Capital Stock of the Company are held beneficially and of record by the Seller, free and clear of all Encumbrances. 500 Class B Shares of the
Capital Stock of the Company are held beneficially and of record by the Powell, free and clear of all Encumbrances. 500 Class B Shares of the
Capital Stock of the Company are held beneficially and of record by Mackenzie, free and clear of all Encumbrances. At the Closing, the Seller,
Powell and Mackenzie shall each sell to Buyer good and valid title to its Shares, free and clear of all Encumbrances. The Company does not have
outstanding any stock or securities convertible or exchangeable for any shares of its Capital Stock or containing any profit participation features,
nor any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its Capital
Stock or any stock appreciation rights or phantom stock plan. The Company is not subject to any option or obligation (contingent or otherwise)
to repurchase or otherwise acquire or retire any shares of its Capital Stock or any warrants, options or other rights to acquire its Capital Stock.
The Company has not violated any foreign, federal or state securities laws in connection with the offer, sale or issuance of its Capital Stock. All
of the outstanding shares of the Company's Capital Stock have been validly issued and are
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