WARRANTIES IN RELATION TO THE SELLERS 4. 2.1 The Sellers have the legal right and full power and authority to enter into and perform this Agreement; this Agreement will constitute a valid and binding obligation of Sellers. 4.2.2 The execution and delivery of and the performance by Sellers of their obligations under this Agreement will not and is not likely to (i) result in a breach of any provision of the constitutional documents of Sellers, (ii) or result in the creation of any encumbrances and restrictions under any agreement, licence or other instruments to which any of the ----------------------------------------------------------------------------- 18 <PAGE> Sellers are a party or, (iii) result in a breach of any order, judgement or decree of any court, governmental agency or regulatory body to which one of the Sellers is a party or by which one of the Sellers is bound. 4.2.3 Each Seller who has been allocated Consideration Shares (a) understands that the Consideration Shares have not been, and will not be, registered under the Securities Act or under any state securities laws, and are being offered and sold in reliance upon Regulation S, (b) until the date that is one year after that issuance agrees to resell or transfer such shares only in accordance with the provisions of Regulation S (Rule 901 through 905, and Preliminary Notes), pursuant to registration under the Securities Act, pursuant to Rule 144 under the Securities Act or any other available exemption from registration, (c) agrees not to engage in hedging transactions with regard to such shares unless in compliance with the Securities Act, and (d) certifies that he, she or it is not a US person, as defined in Rule 902(k) of the Securities Act, and is not acquiring shares for the account or benefit of any US person. 4.2.4 Each Seller who has been allocated Consideration Shares understands that the Consideration Shares may not be resold or transferred unless they are registered under the Securities Act or pursuant to Regulation S or an available exemption from the requirement to be so registered. 4.3
