Common use of REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. The Company and the Shareholder severally and not jointly represent and warrant to the Southland Purchasers, the Purchaser and F-Jotan that: (a) The Company is a corporation duly organized and existing and in good standing under the laws of its state of incorporation and is qualified or licensed to do business in all other countries, states, and jurisdictions the laws of which require it to be so qualified or licensed. The Company has no Subsidiaries (other than Southland) or debt or equity investment in any Person. Giving effect to the transactions contemplated herein, the Shareholder owns beneficially and of record the number of shares in the aggregate of the issued and outstanding capital stock or stock equivalents of the Company on a fully converted and diluted basis as of the Closing Date set forth under the signature of such Shareholder on this Agreement, all being free and clear of all liens, claims and encumbrances. Other than the Southland Purchasers, the Purchaser and F-Jotan, and, except any other stock issuable under any employee or director stock plan which constitutes Permitted Stock, no Person has any rights, whether granted by the Company or any other Person, to acquire any portion of the equity interest of the Company or the assets of the Company. (b) Each of the Company and the Shareholder has, and at all times that this Agreement is in force will have, the right and power, and is duly authorized, to enter into, execute, deliver, and perform this Agreement, the Shareholder Agreement, and, in the case of the Company, the First Supplemental Warrant, and the officers of Company executing and delivering this Agreement, the Shareholder Agreement, and the First Supplemental Warrant are duly authorized to do so. This Agreement, the Shareholder Agreement, and the First Supplemental Warrant have been duly and validly executed, issued, and delivered and constitute the legal, valid, and binding obligations of Company and the Shareholder, enforceable in accordance with their respective terms. (c) The execution, delivery, and performance of this Agreement, the Shareholder Agreement, and the First Supplemental Warrant will not, by the lapse of time, the giving of notice, or otherwise, constitute a violation of any applicable provision contained in the charter, bylaws, or organizational documents of the Company or contained in any agreement, instrument, or document to which the Company or the Shareholder is a party or by which any of them is bound. (d) As of the Closing Date, the authorized capital stock of the Company consists of (i) 40,000,000 shares of Common Stock, of which 5,679,411 shares are issued and outstanding and (ii) 10,000,000 shares of Preferred Stock, of which 1,329,357 shares of Series A Preferred Stock are issued and outstanding and of which 63,125 shares of Series B Preferred Stock are issued and outstanding. An aggregate of at least 3,620,473 shares of Common Stock are reserved for issuance on exercise of the First Supplemental Warrant; and notwithstanding Section 3.01(d) of the Original Purchase Agreement, 15,210,990 shares of Common Stock have been reserved for issuance of all other Warrants (issued as of the Original Closing Date of February 28, 1997). All of the issued and outstanding shares of Common Stock are, and upon issuance and payment therefor in accordance with the terms of this Agreement, all of the outstanding First Supplemental Series B Preferred Stock will be, validly issued, fully paid and nonassessable. The Common Stock and First Supplemental Preferred Shares have been offered, issued, sold, and delivered by Company free from preemptive rights, rights of first refusal, antidilution rights, cumulative voting rights or similar rights (except as otherwise provided in the Original Purchase Agreement, this Agreement, the Shareholder Agreement or in the powers, designations, rights and preferences of the Preferred Stock contained in the Certificate) and in compliance with applicable federal and state securities laws. Except pursuant to this Agreement and the Certificate and except for the Original Purchase Agreement, the Permitted Stock, the Company is not obligated to issue or sell any Capital Stock, and, except for this Agreement and the Shareholder Agreement, neither the Company nor the Shareholder is party to, or otherwise bound by, any agreement affecting the voting of any Capital Stock. Except for the Shareholder Agreement, the Company is not, nor will it be, a party to, or otherwise bound by, any agreement obligating it to register any of its Capital Stock. (e) The First Supplemental Preferred Shares and the shares of Common Stock and other consideration issuable on exercise of the First Supplemental Warrant have been duly and validly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement or the First Supplemental Warrant, as the case may be, will be validly issued, fully paid, and nonassessable and free of preemptive rights, rights of first refusal, or similar rights. (f) All other representations and warranties set forth in the Original Purchase Agreement are true and correct as of the date hereof, giving effect to the transactions contemplated hereby. 3.02

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. The Company and the Shareholder severally and not jointly represent and warrant to the Southland Purchasers, the each Purchaser and F-Jotan that: (a) The Company is a corporation duly organized and existing and in good standing under the laws of its state of incorporation and is qualified or licensed to do business in all other countries, states, and jurisdictions the laws of which require it to be so qualified or licensed. The Company has no Subsidiaries (other than Southland) except as disclosed in Schedule 4.16 to the Note Agreement or debt or equity investment in any Person. Giving effect to the transactions contemplated herein, the Shareholder owns beneficially and of record the number of shares in the aggregate of the issued and outstanding capital stock or stock equivalents of the Company on a fully converted and diluted basis as of the Closing Date set forth under the signature of such Shareholder on this Agreement, all being free and clear of all liens, claims and encumbrances. Other than the Southland Purchasers, the Purchaser and F-Jotan, and, except any other stock issuable under any employee or director stock plan which constitutes Permitted Stock, no Person has any rights, whether granted by the Company or any other Person, to acquire any portion of the equity interest of the Company or the assets of the Company. (b) Each of the Company and the Shareholder has, and at all times that this Agreement is in force will have, the right and power, and is duly authorized, to enter into, execute, deliver, and perform this Agreement, the Shareholder Agreement, and, in the case of the Company, the First Supplemental WarrantWarrants, and the officers of Company executing and delivering this Agreement, the Shareholder Agreement, and the First Supplemental Warrant Warrants are duly authorized to do so. This Agreement, the Shareholder Agreement, and the First Supplemental Warrant Warrants have been duly and validly executed, issued, and delivered and constitute the legal, valid, and binding obligations of Company and the Shareholder, enforceable in accordance with their respective terms. (c) The execution, delivery, and performance of this Agreement, the Shareholder Agreement, and the First Supplemental Warrant Warrants will not, by the lapse of time, the giving of notice, or otherwise, constitute a violation of any applicable provision contained in the charter, bylaws, or organizational documents of the Company or contained in any agreement, instrument, or document to which the Company or the Shareholder is a party or by which any of them is bound. (d) As of the Closing Date, the authorized capital stock of the Company consists of (i) 40,000,000 shares of Common Stock, of which 5,679,411 shares are issued and outstanding and (ii) 10,000,000 shares of Preferred Stock, of which 1,329,357 shares of Series A Preferred Stock are issued and outstanding and of which 63,125 50,000 shares of Series B Preferred Stock are issued and outstanding. An aggregate of at least 3,620,473 14,960,003 shares of Common Stock are reserved for issuance on exercise of the First Supplemental Warrant; and notwithstanding Section 3.01(d) of the Original Purchase Agreement, 15,210,990 shares of Common Stock have been reserved for issuance of all other Warrants (issued as of the Original Closing Date of February 28, 1997)Warrants. All of the issued and outstanding shares of Common Stock are, and upon issuance and payment therefor in accordance with the terms of this Agreement, all of the outstanding First Supplemental Series B Preferred Stock will be, validly issued, fully paid and nonassessable. The Common Stock and First Supplemental Preferred Shares have been offered, issued, sold, and delivered by Company free from preemptive rights, rights of first refusal, antidilution rights, cumulative voting rights or similar rights (except as otherwise provided in the Original Purchase Agreement, this Agreement, the Shareholder Agreement or in the powers, designations, rights and preferences of the Preferred Stock contained in the Certificate) and in compliance with applicable federal and state securities laws. Except pursuant to this Agreement and the Certificate and except for the Original Purchase Agreement, the Permitted Stock, the Company is not obligated to issue or sell any Capital Stock, and, except for this Agreement and the Shareholder Agreement, neither the Company nor the Shareholder is party to, or otherwise bound by, any agreement affecting the voting of any Capital Stock. Except for the Shareholder Agreement, the Company is not, nor will it be, a party to, or otherwise bound by, any agreement obligating it to register any of its Capital Stock. (e) The First Supplemental Preferred Shares and the shares of Common Stock and other consideration issuable on exercise of the First Supplemental Warrant Warrants have been duly and validly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement or the First Supplemental WarrantWarrants, as the case may be, will be validly issued, fully paid, and nonassessable and free of preemptive rights, rights of first refusal, or similar rights. (f) All The Company has good, indefeasible, merchantable, and marketable title to, and ownership of, all of its assets necessary for the conduct of its business free and clear of all liens, pledges, security interests, claims, or other representations encumbrances except those of Senior Lender and warranties those Liens set forth in Schedule 11.1(b) to the Original Purchase Agreement are true Note Agreement. (g) The Company has the exclusive right to use all patents, patent rights, patent applications, licenses, inventions, trade secrets, know-how, proprietary techniques, including processes and correct substances, trademarks, service marks, trade names, and copyrights used in or necessary to its business as presently, or presently proposed to be, conducted (the "Intellectual Property"), and the use by the Company of the date hereofIntellectual Property does not infringe the rights of any other Person except that Southland Holding Company has a non-exclusive right to use the names "Southland" and "Southland Container" and similar trade names. No other Person is infringing the rights of the Company in any of the Intellectual Property in any material respect. The Company owes no royalties, giving effect honoraria, or fees to any Person by reason of its use of any of the transactions contemplated hereby. 3.02Intellectual Property.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. The Company and the Shareholder severally and not jointly represent and warrant to the Southland Purchasers, the each Purchaser and F-Jotan that: (a) The Company is a corporation duly organized and existing and in good standing under the laws of its state of incorporation and is qualified or licensed to do business in all other countries, states, and jurisdictions the laws of which require it to be so qualified or licensed. The Company has no Subsidiaries (other than Southland) except as disclosed in Schedule 4.16 to the Note Agreement or debt or equity investment in any Person. Giving effect to the transactions contemplated herein, the Shareholder owns beneficially and of record the number of shares in the aggregate of the issued and outstanding capital stock or stock equivalents of the Company on a fully converted and diluted basis as of the Closing Date set forth under the signature of such Shareholder on this Agreement, all being free and clear of all liens, claims and encumbrances. Other than the Southland Purchasers, the Purchaser and F-Jotan, and, except any other stock issuable under any employee or director stock plan which constitutes Permitted Stock, no Person has any rights, whether granted by the Company or any other Person, to acquire any portion of the equity interest of the Company or the assets of the Company. (b) Each of the Company and the Shareholder has, and at all times that this Agreement is in force will have, the right and power, and is duly authorized, to enter into, execute, deliver, and perform this Agreement, the Shareholder Agreement, and, in the case of the Company, the First Supplemental WarrantWarrants, and the officers of Company executing and delivering this Agreement, the Shareholder Agreement, and the First Supplemental Warrant Warrants are duly authorized to do so. This Agreement, the Shareholder Agreement, and the First Supplemental Warrant Warrants have been duly and validly executed, issued, and delivered and constitute the legal, valid, and binding obligations of Company and the Shareholder, enforceable in accordance with their respective terms. (c) The execution, delivery, and performance of this Agreement, the Shareholder Agreement, and the First Supplemental Warrant Warrants will not, by the lapse of time, the giving of notice, or otherwise, constitute a violation of any applicable provision contained in the charter, bylaws, or organizational documents of the Company or contained in any agreement, instrument, or document to which the Company or the Shareholder is a party or by which any of them is bound. (d) As of the Closing Date, the authorized capital stock of the Company consists of (i) 40,000,000 shares of Common Stock, of which 5,679,411 shares are issued and outstanding and (ii) 10,000,000 shares of Preferred Stock, of which 1,329,357 shares of Series A Preferred Stock are issued and outstanding and of which 63,125 50,000 shares of Series B Preferred Stock are issued and outstanding. An aggregate of at least 3,620,473 14,960,003 shares of Common Stock are reserved for issuance on exercise of the First Supplemental Warrant; and notwithstanding Section 3.01(d) of the Original Purchase Agreement, 15,210,990 shares of Common Stock have been reserved for issuance of all other Warrants (issued as of the Original Closing Date of February 28, 1997)Warrants. All of the issued and outstanding shares of Common Stock are, and upon issuance and payment therefor in accordance with the terms of this Agreement, all of the outstanding First Supplemental Series B Preferred Stock will be, validly issued, fully paid and nonassessable. The Common Stock and First Supplemental Preferred Shares have been offered, issued, sold, and delivered by Company free from preemptive rights, rights of first refusal, antidilution rights, cumulative voting rights or similar rights (except as otherwise provided in the Original Purchase Agreement, this Agreement, the Shareholder Agreement or in the powers, designations, rights and preferences of the Preferred Stock contained in the Certificate) and in compliance with applicable federal and state securities laws. Except pursuant to this Agreement and the Certificate and except for the Original Purchase Agreement, the Permitted Stock, the Company is not obligated to issue or sell any Capital Stock, and, except for this Agreement and the Shareholder Agreement, neither the Company nor the Shareholder is party to, or otherwise bound by, any agreement affecting the voting of any Capital Stock. Except for the Shareholder Agreement, the Company is not, nor will it be, a party to, or otherwise bound by, any agreement obligating it to register any of its Capital Stock. (e) The First Supplemental Preferred Shares and the shares of Common Stock and other consideration issuable on exercise of the First Supplemental Warrant Warrants have been duly and validly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement or the First Supplemental WarrantWarrants, as the case may be, will be validly issued, fully paid, and nonassessable and free of preemptive rights, rights of first refusal, or similar rights. (f) All The Company has good, indefeasible, merchantable, and marketable title to, and ownership of, all of its assets necessary for the conduct of its business free and clear of all liens, pledges, security interests, claims, or other representations encumbrances except those of Senior Lender and warranties those Liens set forth in Schedule 11.1(b) to the Original Purchase Agreement are true Note Agreement. (g) The Company has the exclusive right to use all patents, patent rights, patent applications, licenses, inventions, trade secrets, know-how, proprietary techniques, including processes and correct substances, trademarks, service marks, trade names, and copyrights used in or necessary to its business as presently, or presently proposed to be, conducted (the "Intellectual Property"), and the use by the Company of the date hereofIntellectual Property does not infringe the rights of any other \ Person except that Southland Holding Company has a non-exclusive right to use the names "Southland" and "Southland Container" and similar trade names. No other Person is infringing the rights of the Company in any of the Intellectual Property in any material respect. The Company owes no royalties, giving effect honoraria, or fees to any Person by reason of its use of any of the transactions contemplated hereby. 3.02Intellectual Property.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. The Company and the Shareholder severally and not jointly represent and warrant to the Southland Purchasers, the Purchaser and F-Jotan that: (a) The Except as disclosed in writing to Rice and the Southland Purchasers, the Company is a corporation duly organized and existing and in good standing under the laws of its state of incorporation and is qualified or licensed to do business in all other countries, states, and jurisdictions the laws of which require it to be so qualified or licensed. The Company has no Subsidiaries (other than Southland) or debt or equity investment in any Person. Giving effect to the transactions contemplated herein, the Shareholder owns beneficially and of record the number of shares in the aggregate of the issued and outstanding capital stock or stock equivalents of the Company on a fully converted and diluted basis as of the Closing Date set forth under the signature of such Shareholder on this Agreement, all being free and clear of all liens, claims and encumbrances. Other than the Southland Purchasers, the Purchaser and F-Jotan, and, except any other stock issuable under any employee or director stock plan which constitutes Permitted Stock, no Person has any rights, whether granted by the Company or any other Person, to acquire any portion of the equity interest of the Company or the assets of the Company. (b) Each of the Company and the Shareholder has, and at all times that this Agreement is in force will have, the right and power, and is duly authorized, to enter into, execute, deliver, and perform this Agreement, Agreement and the Second Supplemental Shareholder Agreement, and, in the case of the Company, the First Supplemental Warrant, and the officers of Company executing and delivering this Agreement, the Shareholder Agreement, Agreement and the First Second Supplemental Warrant Shareholder Agreement are duly authorized to do so. This Agreement, the Shareholder Agreement, and the First Supplemental Warrant have Agreement has been duly and validly executed, issued, and delivered and constitute constitutes the legal, valid, and binding obligations of Company and the Shareholder, enforceable in accordance with their its respective terms. (c) The execution, delivery, and performance of this Agreement, Agreement and the Shareholder Agreement, and the First Supplemental Warrant Agreement will not, by the lapse of time, the giving of notice, or otherwise, constitute a violation of any applicable provision contained in the charter, bylaws, or organizational documents of the Company or or, except for the Senior Credit Agreement (as defined in the Note Agreement), contained in any agreement, instrument, or document to which the Company or the Shareholder is a party or by which any of them is bound. (d) As of the Closing Date, the authorized capital stock of the Company consists of (i) 40,000,000 shares of Common Stock, of which 5,679,411 shares are issued and outstanding and (ii) 10,000,000 shares of Preferred Stock, of which 1,329,357 1,435,705 shares of Series A Preferred Stock are issued and outstanding and of which 63,125 64,250 shares of Series B Preferred Stock are issued and outstandingoutstanding (after giving effect to the transactions contemplated herein). An aggregate of at least 3,620,473 shares of Common Stock are reserved for issuance on exercise of the First Supplemental Warrant; and notwithstanding Section 3.01(d) of the Original Purchase Agreement, 15,210,990 shares of Common Stock have been reserved for issuance of all other Warrants (issued as of the Original Closing Date of February 28, 1997). All of the issued and outstanding shares of Common Stock are, and upon issuance and payment therefor in accordance with the terms of this Agreement, all of the outstanding First Second Supplemental Series B Preferred Stock will be, validly issued, fully paid and nonassessable. The Common Stock and First Second Supplemental Preferred Shares have been offered, issued, sold, and delivered by Company free from preemptive rights, rights of first refusal, antidilution rights, cumulative voting rights or similar rights (except as otherwise provided in the Original Purchase Agreement, this Agreement, the Shareholder Agreement or in the powers, designations, rights and preferences of the Preferred Stock contained in the Certificate) and in compliance with applicable federal and state securities laws. Except pursuant to this Agreement and the Certificate and except for the Original Purchase Agreement, the Permitted Stock, the Company is not obligated to issue or sell any Capital Stock, and, except for this Agreement and the Shareholder Agreement, neither the Company nor the Shareholder is party to, or otherwise bound by, any agreement affecting the voting of any Capital Stock. Except for the Shareholder Agreement, the Company is not, nor will it be, a party to, or otherwise bound by, any agreement obligating it to register any of its Capital Stock. (e) The First Second Supplemental Preferred Shares and the shares of Common Stock and other consideration issuable on exercise of the First Supplemental Warrant have been duly and validly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement or the First Supplemental Warrant, as the case may beAgreement, will be validly issued, fully paid, and nonassessable and free of preemptive rights, rights of first refusal, refusal or similar rights. (f) All other representations and warranties set forth in the Original Purchase Agreement are true and correct as of the date hereof, giving effect to the transactions contemplated hereby. 3.02.