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200610733
<br />duly authorized, are validly issued, fully paid, and non -
<br />assessable. There are no outstanding or authorized options,
<br />warrants, purchase rights, subscription rights, conversion rights,
<br />exchange rights, or other contracts or commitments that could
<br />require B & R to issue, sell, or otherwise cause to become
<br />outstanding any shares of its capital stock.
<br />(d) Non- Contravention. Neither the execution and the
<br />deliver of this Agreement, nor the consummation of the
<br />transactions contemplated hereby, will (a) violate any
<br />constitution, statute, regulation, rule, injunction, judgment,
<br />order, decree, ruling, charge, or other restriction of any
<br />government, governmental agency, or court to which the
<br />STOCKHOLDERS or B & R are subject to any provision of its charger
<br />or bylaw or (2) conflict with, result in a breach of, constitute a
<br />default under, result in the acceleration of, create in any party
<br />the right to accelerate, terminate, modify, or cancel, or require
<br />any notice under any agreement, contract, lease, license,
<br />instrument, or other arrangement to which the STOCKHOLDERS or B &
<br />R are a party or by which it is bound or to which any of its
<br />assets are subject.
<br />(e) Title to Assets. B & R owns and holds good and
<br />marketable title to, free from any security interests or liens,
<br />the assets listed on Schedule A.
<br />(f) Investment. Each of the STOCKHOLDERS (1)
<br />understands that the common stock of MIDLAND to be received
<br />pursuant to Section 1 above has not been, and will not be,
<br />registered under the Securities Act of 1933 (the "Act "), nor under
<br />any state securities laws, and is being offered and sold in
<br />reliance upon federal and state exemptions for transactions not
<br />involving any public offering, (2) is acquiring the common stock
<br />solely for his own account for investment purposes, and not with a
<br />view to the distribution thereof, (3) is an accredited investor as
<br />defined in Regulation D promulgated under the Act; (4) has
<br />received certain information concerning B & R and has had access
<br />to the copies of the documents listed on Schedule 3(g) in order to
<br />evaluate the merits and the risks inherent in holding the common
<br />stock, and (5) is able to bear the economic risk and lack of
<br />liquidity inherent in holding the common stock.
<br />4. REMEDY FOR BREACHES OF THIS AGREEMENT.
<br />(a) Survival of Representations and Warranties. All
<br />of the representations and warranties of the Parties contained in
<br />this Agreement above shall survive the date of this Agreement and
<br />continue in full force and effect for a period of the greater of
<br />(i) three years or (ii) the applicable statute of limitations.
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