IWMG hereby represents and warrants that IWMG has not endorsed, sold, transferred, assigned or pledged any of the Exchanged Shares and is the sole record and beneficial owner of the Exchanged Shares free and clear of any liens, encumbrances, or other rights of third parties. IWMG acknowledges that the SPUD SHACK Shareholders have not made any representation as to the Concession and that IWMG is acquiring the Concession on an as is basis. IWMG agrees to indemnify and hold the SPUD SHACK Shareholders harmless from any damages, losses, liabilities, costs and expenses resulting from a breach of the foregoing representations.