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For purposes of this Agreement,the phrase"Company's Knowledge"shall mean the actual (h) Purchaser is acquiring the Stock for its own account for investment and
<br /> knowledge after due inquiry of the following individuals:David H.Tippit,Ann Morrow,Brad with no present intention of distributing or reselling the Stock or any part thereof in any
<br /> G.Morse,William A.Moore,Reynolds M,Moore,Anson C.Moore and Anna Moore Valeri. transaction which would constitute a"distribution"within the meaning of the Securities
<br /> Act of 1933,as amended(the"Securities Act").Putchaser understands that the Stock has
<br /> 2.2 Reoresentations and Warranties of Purchaser. Purchaser represents and warrants to Sellei not been registered under the Securities Act or any state securities laws and is being
<br /> as follows:
<br /> transferred to Purchaser,in part,in reliance on the foregoing representation Purchaser is
<br /> (a) Purchaser is a limited liability company duly organized, existing and in an "accredited investor" within the meaning of Rule 501(a) promulgated under the
<br /> good standing under the laws of the State of Colorado. Securities Act.Purchaser has such knowledge and experience in financial and business
<br /> matters and investments in general that make it capable of evaluating the merits and risks
<br /> (b) Purchaser has full limited liability company power and authority to enter of purchasing the Stock Purchaser acknowledges that it has been afforded: (a) the
<br /> into and perform this Agreement, opportunity to ask such questions as it has deemed necessary of,and to receive answers
<br /> from, representatives of Seller and the Company concerning the merits and risks of
<br /> (c) The execution and delivery by Purchaser of this Agreement and the investing in the Company;(b) .access to information about the Company,its results of
<br /> performance by Purchaser of its obligations under this Agreement have been duly operations,financial condition,cash flow,and business;and(c)the opportunity to obtain
<br /> authorized and approved by all requisite action of its members and managers,as the case such additional information that Seller or the Company then possess,or can acquire without
<br /> may be, unreasonable effort or expense.
<br /> (d) This Agreement has been duly executed and delivered by Purchaser,and (i) There is no suit,investigation,action or other proceeding pending or,to
<br /> constitutes a valid and legally binding agreement of Purchaser, enforceable against Purchaser's knowledge, threatened before any court, arbitration tribunal, or judicial,
<br /> Purchaser in accordal Ice with its terms(except to the extent that enforcement may be governmental or administrative agency,against Purchaser which would materially restrict
<br /> affected by laws relating to bankruptcy,reorganization,insolvency and creditors'rights or limit the ability of such Purchaser to perform its obligations hereunder or which seeks
<br /> and by the availability of injunctive relief, specific performance and other equitable to prevent the consummation of the transaction contemplated herein.
<br /> remedies).
<br /> 2.3 Rcmresentations and Warranties of Seiler Regarding the Company,Seller represents and
<br /> (e) Except as otherwise set forth herein,no consent,authorization,order or warrants to Purchaser that,except as set forth in this Agreement or the Disclosure Schedule:
<br /> approval of, or filing or registration with, any governmental authority or third party is
<br /> required for the execution and delivery by Purchaser of this Agreement and the (a) The Company is a corporation duly organized,validly existing and in good
<br /> consummation by Purchaser of the transaction contemplated hereby. standing under the laws of the State of Colorado.
<br /> (f) Neither the execution and delivery of this Agreement by Purchaser,nor the (b) The Company is duly qualified to do business as a foreign corporation and
<br /> consummation by Purchaser of the transaction contemplated hereby, Will contravene, is in good standing in each jurisdiction where the nature of its business or the nature or
<br /> conflict with or result in a violation or breach of any of the terms,conditions or provisions location of its assets requites such qualification.
<br /> of any organizational or governing documents,agreements,contracts or obligations of
<br /> Purchaser,of any statute,regulation or applicable law,or of any order,writ,injunction, (c) The Company has full corporate power and authority to own its assets,
<br /> judgment or decree of any court or governmental authority or award of any arbitrator to including the Property,and to carry on the Business and all its activities as the Business
<br /> which Purchaser is a party or by which Purchaser is bound. and its activities are now being conducted.
<br /> (g) Neither Purchaser nor any of its Affiliates(as herein defined) has dealt with (d) No consent,authorization,order or approval of, or filing or registration
<br /> any Person(as herein defined)who is or may be entitled to a broker's commission,finder's fee, with,any governmental authority or third party is required for or in col 11 Iection with the
<br /> investment banker's fee or similar payment from Seller for arranging the transaction consummation by Seller of the transaction contemplated hereby.
<br /> contemplated hereby or introducing the parties to each other.As used herein:
<br /> (i)a"Person"means an individual,any type of business entity(including a corporation, (e) Neither the execution and delivery of this Agreement by Seller,nor the
<br /> joint-stock company,paiinership or limited liability company),al ly other type of legal consummation by Seller of the transaction contemplated hereby,will contravene,conflict
<br /> entity(including a trust),or any governmental agency or instrumentality;(ii)an"Affiliate" with or result in a violation or breach of any of the terms,conditions or provisions of any
<br /> is any Person which controls another Person,which another Person controls,or which is organizational or governing documents,agreements,contracts or obligations of Seller or
<br /> under common control with another Person. the Company,of any statute,regulation or applicable law,or of any order,writ,injunction,
<br /> judgment or decree of any comi or governmental authority of award of any
<br /> 6- -6-
<br /> Exhibit 2 Exhibit 2
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