Common use of Accredited Investor; Investment Intent Clause in Contracts

Accredited Investor; Investment Intent. Seller is a knowledgeable investor and acknowledges that it has received or had access to all information concerning Parent that it required to make an investment decision with respect to the Parent Consideration Shares and has had the ability to evaluate (and in fact has evaluated) such information. In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Seller has relied on the representations and warranties of Buyer and Parent and its own independent due diligence investigation of Parent and (subject to the foregoing) Seller has been advised by and has relied solely on its own expertise and legal, land, tax, reservoir engineering and other professional counsel concerning the transactions contemplated by this Agreement, the Parent Consideration Shares to be acquired pursuant to this Agreement and the value thereof. Neither such inquiries nor any other due diligence investigations conducted at any time by Seller or its representatives shall modify, amend or affect Seller’s right (i) to rely on the representations and warranties of Buyer and Parent contained in Section 4.2 and 4.3 or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement. Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as amended by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, is acquiring the Parent Consideration Shares for its own account and not with a current intent to make a distribution within the meaning of the Securities Act or a distribution thereof in violation of any other applicable securities Laws and is able to bear the economic risk and lack of liquidity inherent in holding the Parent Consideration Shares. Seller is not a “related person” of Buyer or Parent as defined in Item 404 of Regulation S-K under the Securities Act.

Accredited Investor; Investment Intent. Xxxxxx Xxxxxx, a Seller hereunder, is a knowledgeable investor and acknowledges that it has received or had access to all information concerning Parent that it required to make an investment decision with respect to the Parent Consideration Shares and has had the ability to evaluate (and in fact has evaluated) such information. In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Seller has relied on the representations and warranties of Buyer and Parent and its own independent due diligence investigation of Parent and (subject to the foregoing) Seller has been advised by and has relied solely on its own expertise and legal, land, tax, reservoir engineering and other professional counsel concerning the transactions contemplated by this Agreement, the Parent Consideration Shares to be acquired pursuant to this Agreement and the value thereof. Neither such inquiries nor any other due diligence investigations conducted at any time by Seller or its representatives shall modify, amend or affect Seller’s right (i) to rely on the representations and warranties of Buyer and Parent contained "accredited investor" as defined in Section 4.2 and 4.3 or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement. Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as amended by and Xxxxxxx X. Xxxxxxxx, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Actother Seller hereunder, is not such an “accredited investor”. Each of the Sellers is acquiring the Parent Consideration Shares for its his own account and account, for the purpose of investment only. Sellers are acquiring the Consideration not with a current intent to make a distribution within the meaning of the Securities Act view to, or a for sale in connection with, any distribution thereof in violation of any other applicable securities Laws Laws. Sellers have not, directly or indirectly, offered the Consideration to anyone or solicited any offer to buy the Consideration from anyone, so as to bring such offer and is able to bear sale of the economic risk and lack Consideration by the Sellers within the registration requirements of liquidity inherent in holding the Parent Consideration Shares. Seller is not a “related person” of Buyer or Parent as defined in Item 404 of Regulation S-K under the Securities Act. Sellers agree and acknowledge that (i) the Consideration is not registered under any federal or state securities laws, (ii) certificates evidencing such shares shall bear appropriate restrictive legends, (iii) such shares must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available and (iv) FROZ shall have the right to direct the transfer agent of its common stock to place a stop transfer order against such certificates. Accordingly, each Seller will not sell, convey, transfer or offer for sale any of the Consideration except in compliance with the Securities Act, any applicable state securities Laws or pursuant to any exemption therefrom. Sellers have been furnished with, or have been provided access to, all reports that FROZ has filed with the U.S. Securities and Exchange Commission, and anything else which the Sellers have requested relating to the foregoing and have been afforded the opportunity to obtain any additional information deemed necessary or advisable by Sellers and/or their respective representatives to evaluate Sellers' acquisition of the Consideration set forth herein. Each Seller believes that he, she or it has been fully apprised of all facts and circumstances necessary to permit him or her to make an informed decision about acquiring the Consideration, that he or she has sufficient knowledge and experience in business and financial matters, that he or she is capable of evaluating the merits and risks of an investment in the Consideration, that he or she has the capacity to protect his or her own interests in connection with the transactions contemplated hereby and understands that he or she may be required to hold the Consideration for an indefinite period and acknowledges that he or she can bear the loss of his or her entire investment in the Consideration.

Accredited Investor; Investment Intent. The investment decision with respect to entering into this Agreement and the acquisition of Buyer Common Stock has been made solely by Seller. Although Seller intends to distribute shares of Buyer Common Stock at Closing to certain members and beneficial owners of CEP II, which is the parent company of Seller, as contemplated by Section 2.6(c), none of such Persons has participated in the foregoing investment decision. Seller is a knowledgeable investor and acknowledges that it has received or had access to all information concerning Parent Buyer that it required to make an such investment decision with respect to the Parent Consideration Shares and has had the ability to evaluate (and in fact has evaluated) such information. In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Seller has relied on except for the representations and warranties of Buyer and Parent and in Article V, Seller has relied on its own independent due diligence investigation of Parent Buyer and (subject to the foregoing) Seller has been advised by and has relied solely on its own expertise and legal, land, tax, reservoir engineering engineering, and other professional counsel concerning the transactions contemplated by this Agreementtransaction, the Parent Consideration Shares shares of Buyer Common Stock to be acquired pursuant to this Agreement and the value thereof. Neither such inquiries nor Each of Seller and any other due diligence investigations conducted at any time Persons to whom Seller intends to distribute the Buyer Common Stock as contemplated by Seller or its representatives shall modify, amend or affect Seller’s right (iSection 2.6(c) to rely on the representations and warranties of Buyer and Parent contained in Section 4.2 and 4.3 or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement. Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as amended by the Xxxx-Xxxxx Xxxx Street Reform Act and Consumer Protection Act, is acquiring the Parent Consideration Shares Buyer Common Stock for its own account and not with a current the intent to make a distribution within the meaning of the Securities Act or a distribution thereof in violation of any other applicable securities Laws laws. Each of Seller and such Persons will hold the Buyer Common Stock for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof within the meaning of the Securities Act, except in compliance with applicable federal and state securities laws. Neither Seller nor any Persons to whom Seller intends to distribute the Buyer Common Stock as contemplated by Section 2.6(c) is able to bear the economic risk and lack of liquidity inherent in holding the Parent Consideration Shares. Seller is not a “related person” Related Party of Buyer as defined in Paragraph 312.00 of the New York Stock Exchange Listed Company Manual or Parent a Related Person of Buyer as defined in Item 404 of Regulation S-K under the Securities Act.