Common use of Certain Representations and Warranties Clause in Contracts

Certain Representations and Warranties. In connection with the purchase and sale of the Executive Securities hereunder, Executive hereby represents and warrants to the Company that: (i) The Executive Securities to be beneficially acquired by Executive pursuant to this Agreement shall be acquired for his own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities; (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act; (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby; (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, violate or cause a breach of any material agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which he is subject; and (vii) Executive is a United States citizen and a resident of the State of Missouri.

Certain Representations and Warranties. In connection with the purchase (a) XMicro and sale of the Executive Securities hereunder, Executive Rapparport hereby represents represent and warrants warrant to the Company thatother Parties as follows: (i) The Executive Securities to be beneficially acquired by Executive pursuant to this Agreement shall be acquired for his own account Rapparport is the sole record and not with a view to, or intention of, distribution thereof in violation beneficial owner of the Securities ActShares. On the date hereof, the Shares constitute all of the shares of Common Stock owned of record or any applicable state securities lawsbeneficially owned by XMicro and Rapparport. Rapparport has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, and the Executive Securities shall not be disposed of in contravention sole power to agree to all of the Securities Act matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or any restrictions on such rights, subject to applicable state securities laws;laws and the terms of this Agreement. (ii) Executive is an executive officer Rapparport owns the Shares free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, or any other encumbrances whatsoever, except for any such matters arising hereunder or under the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities;Depository Agreement. (iii) Executive XMicro and Rapparport acknowledge and understand that iGo has not yet publicly released its operating results for the period ending June 30, 2002, and represent and warrant that neither the nature of those results (or their similarity to or difference from results of any prior period[s]) nor the status of any other iGo matters or those of its subsidiaries (including contracts, disputes, operations, financial position or liquidity, etc.) are material to XMicro and Rapparport's respective decisions to enter into this Agreement, but said acknowledgement is an "accredited investor" as defined under Regulation D promulgated under the Securities Act;effective only with regard to said parties' entry into this Agreement and for no other purpose. (ivb) Executive is able iGo and Mobility hereby represent and warrant to bear the economic risk other Parties that, to the best of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreementtheir knowledge, the Stockholders Agreement, all of the exhibits thereto execution and all of the other agreements contemplated hereby and thereby; (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive do the Parties does not violate any rules or regulations of the Securities and shall not conflict with, violate or cause a breach of any material agreement, contract or instrument to which Executive is a party Exchange Commission or any judgment, order or decree to which he is subject; and (vii) Executive is a United States citizen and a resident of the State of Missouristate securities laws.

Certain Representations and Warranties. In connection with the purchase and sale of the Executive Securities hereunder, Executive hereby Borrower represents and warrants to the Company Lender that: (ia) The Executive Securities Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, is duly qualified to transact business as a foreign corporation in each jurisdiction where the nature and extent of its business require the same (except where the failure to do so would not constitute a Material Adverse Event), and possesses all requisite authority, powers, licenses, permits and franchises to conduct its business and execute, deliver and comply with the terms of the Loan Papers executed or to be beneficially acquired executed by Executive pursuant to this Agreement shall be acquired it, all of which have been duly authorized and approved by all requisite corporate action and for his own account and which no approval or consent of any person, entity or governmental authority is required that has not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities shall not be disposed of in contravention of the Securities Act or any applicable state securities lawsbeen obtained; (iib) Executive Borrower is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities; (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act; (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby; (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its termsnot, and the execution, delivery and performance of this Agreement by Executive do the Loan Papers will not and shall not conflict withcause it to be, violate or cause a breach in violation of any material agreementlaw, contract regulation or instrument agreement (to which Executive the extent such violation is a party Material Adverse Event) or its corporate charter or bylaws; (c) upon execution and delivery by all parties thereto, each Loan Paper will constitute a legal and binding obligation of Borrower, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity; (d) Borrower is not involved in or aware of the threat of any litigation which, if determined adversely to it, would be a Material Adverse Event, and there are no outstanding or unpaid judgments against Borrower; (e) all financial statements (or any judgmentreplacements thereto) of Borrower and related information concerning Borrower delivered to Lender by Borrower were true and correct in all material respects as of the date thereof, order or decree were (in the case of financial statements) prepared in accordance with generally accepted accounting principles ("GAAP") and fairly present the financial condition, results of operations and all material liabilities of Borrower, and, except as previously disclosed to which he is subjectLender, there have been no material adverse changes in the financial condition of Borrower since the date of such financial statements; and (viif) Executive the Note is a United States citizen and a resident not being offered or sold by any form of the State of Missourigeneral solicitation or general advertising.

Certain Representations and Warranties. In connection with the purchase and sale of the Executive Securities hereunder, Executive hereby Trustor represents and warrants to the Company Trustee, the Agent and the other Secured Parties that: (i) The Executive Securities to be beneficially acquired by Executive pursuant to this Agreement shall be acquired for his own account and not with a view to, or intention of, distribution thereof in violation as of the Securities Actdate of this Mortgage, (a) the Oil and Gas Properties described in Exhibit A hereto are valid, subsisting leases, superior and paramount to all other Oil and Gas Properties respecting the properties to which they pertain except where the failure hereunder could not reasonably be expected to have a Material Adverse Effect, (b) all producing xxxxx located on the lands described in Exhibit A have been drilled, operated and produced in conformity with all applicable laws, statutes, rules or any applicable state securities lawsregulations, except where the failure hereunder could not reasonably be expected to have a Material Adverse Effect, and are subject to no penalties on account of past production which could reasonably be expected to have a Material Adverse Effect, and such xxxxx are in fact bottomed under and are producing from, and the Executive Securities shall well bores are wholly within, the lands described in Exhibit A except where the failure hereunder could not reasonably be disposed of expected to have a Material Adverse Effect, (c) the Mortgaged Properties are free from all encumbrances or liens whatsoever, except as may be specifically set forth in contravention Exhibit A or as permitted by Section 6.02 of the Securities Act Credit Agreement, and (d) the cover page to this Deed of Trust lists the correct legal name of Trustor and Trustor is not now known by any trade name. Trustor will warrant and forever defend the Mortgaged Properties unto the Trustee or the Agent, as applicable, against every person whomsoever lawfully claiming the same or any applicable state securities laws; part thereof (ii) Executive is an executive officer subject, however, to The Liens permitted by Section 6.02 of the CompanyCredit Agreement), is sophisticated in financial matters and is able to evaluate Trustor will maintain and preserve the risks and benefits Lien hereby created so long as any of the investment in the Executive Securities; (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act; (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby; (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, violate or cause a breach of any material agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which he is subject; and (vii) Executive is a United States citizen and a resident of the State of MissouriSecured Obligations remains unpaid.

Certain Representations and Warranties. In connection with the purchase Each Investor, severally and sale of the Executive Securities hereundernot jointly, Executive hereby represents and warrants to the Company thatOfferors as follows: (ia) The Executive It is acquiring the Preferred Securities to be beneficially acquired by Executive pursuant to this Agreement shall be acquired for his its own account for investment and not with a view totowards the resale, transfer or distribution thereof, nor with any present intention ofof distributing the Preferred Securities, distribution thereof in violation but subject, nevertheless, to any requirement of law that the disposition of the Securities ActInvestor's property shall at all times be within the Investor's control, and without prejudice to the Investor's right at all times to sell or otherwise dispose of all or any applicable state part of such securities laws, and the Executive Securities shall not be disposed of in contravention of under a registration under the Securities Act or any applicable state securities laws; (ii) Executive is under an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities; (iii) Executive is an "accredited investor" as defined under Regulation D promulgated exemption from said registration available under the Securities Act;. (ivb) Executive It has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) It has taken all action necessary for the authorization, execution, delivery, and performance of this Agreement and its obligations hereunder, and, upon execution and delivery by the Company, this Agreement shall constitute the valid and binding obligations of such Investor, enforceable against such Investor in accordance with its terms, except as such enforcement may be limited by Bankruptcy Exceptions. (d) There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of such Investor. (e) It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Trust and Company as contemplated by this Agreement, and is able to bear the economic risk of his such investment in the Executive Securities for an indefinite period of time because time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Executive Company and the Trust concerning the terms and conditions of this Agreement and the purchase of the Preferred Securities contemplated hereby and the business and financial condition of the Company and the Trust. (f) It is an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (g) It acknowledges that the Preferred Securities have not been registered under the Securities Act and, therefore, canand may not be offered or sold unless subsequently registered under within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act Act. It has not offered or sold, and will not offer or sell, the Preferred Securities within the United States, except pursuant to an exemption from such from, or in a transaction not subject to, the registration is available; (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions requirements of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby; (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, violate or cause a breach of any material agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which he is subject; and (vii) Executive is a United States citizen and a resident of the State of MissouriAct.

Certain Representations and Warranties. In connection with the purchase and sale of the Executive Securities hereunder, Executive hereby represents and warrants to the Company that: (i) The Executive Securities to be beneficially acquired by Executive pursuant to this Agreement shall be acquired for his own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities; (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act; (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby; (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, violate or cause a breach of any material agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which he is subject; and (vii) Executive is a United States citizen and a resident of the State of MissouriIllinois.

Certain Representations and Warranties. In By executing this Agreement (or, after the Effective Date, any counterpart or joinder to this Agreement) and in connection with the purchase and sale prior or current issuance of the Executive Equity Securities hereunderto such Unitholder, Executive hereby each Unitholder represents and warrants to the Company thatHoldings LLC as follows: (i) The Executive Equity Securities to be beneficially being acquired (or previously acquired) by Executive such Unitholder pursuant to this Agreement shall or otherwise will be (or have been) acquired for his such Unitholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, Act or any applicable state securities laws, and the Executive Equity Securities shall will not be disposed of in contravention of the Securities Act or any applicable state securities laws;. (ii) Executive is an executive officer of the Company, Such Unitholder is sophisticated in financial matters and is able to evaluate the risks and benefits of decisions respecting the investment in the Executive Securities;Equity Securities and is either (A) an executive officer of Holdings LLC or a Subsidiary or Affiliate thereof or is a service provider knowledgeable about Holdings LLC and its Subsidiaries or (B) an “accredited investor” as such term is defined under the Securities Act and the rules and regulations promulgated thereunder. (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act; (iv) Executive Such Unitholder is able to bear the economic risk of his his, her or its investment in the Executive Equity Securities for an indefinite period of time because the Executive Equity Securities have not been registered under the Securities Act or applicable state securities laws and are subject to substantial restrictions on transfer set forth herein and, therefore, cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available;available and in compliance with such restrictions on transfer. (viv) Executive Such Unitholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive the Equity Securities and has had full access to such other information concerning Holdings LLC, the Company and their respective Subsidiaries and Affiliates as he he, she or it has requested. Executive . (v) Such Unitholder has reviewed, or has had an opportunity to review, received and carefully read a copy of the Recapitalization this Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby; (vi) . This Agreement constitutes the legal, valid and binding obligation of Executivesuch Unitholder, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, violate or cause a breach of any material agreement, contract or instrument to which Executive . (vi) Such Unitholder is a party resident of the state, or any judgmenthas its principal place of business in the state, order set forth under his or decree to which he is subject; andher name on the Schedule of Unitholders attached hereto. (vii) Executive is a United States citizen Such Unitholder has been given the opportunity to consult with independent legal counsel regarding his, her or its rights and a resident of obligations under this Agreement and has consulted with such independent legal counsel regarding the State of Missouriforegoing (or, after carefully reviewing this Agreement, has freely decided not to consult with independent legal counsel), fully understands the terms and conditions contained herein and therein and intends for such terms to be binding upon and enforceable against him, her or it.

Certain Representations and Warranties. In connection with By accepting this Option, -------------------------------------- the purchase and sale of the Executive Securities hereunder, Executive hereby Optionee represents and warrants to the Company thatagrees: (i) The Executive Securities that Optionee shall accept as binding and final all decisions or interpretations of the Board upon any questions arising under this Agreement; (ii) that Optionee understands that this Option and any shares purchased upon its exercise are securities, the issuance of which requires compliance with federal and state securities laws; (iii) that Optionee is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to be beneficially acquired by Executive pursuant reach an informed and knowledgeable decision to this Agreement shall be acquired acquire the securities. Optionee is acquiring these securities for his investment for Optionee's own account only and not with a view to, or intention offor sale in connection with, distribution any "distribution" thereof in violation of within the Securities Act, or any applicable state securities laws, and the Executive Securities shall not be disposed of in contravention meaning of the Securities Act or any applicable state securities laws; of 1933, as amended (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities; (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act"); (iv) Executive is able to bear that Optionee acknowledges and understands that the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered securities constitute "restricted securities" under the Securities Act and, therefore, cannot and must be sold held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the securities. Optionee understands that the certificate evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company, and any other legend required under applicable state securities laws; (v) Executive has had an opportunity to ask questions and receive answers concerning that, if required by the terms and conditions Company in connection with the Company's underwritten public offering of the Company's securities, Optionee (i) will not sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares acquired upon exercise of this Option (other than those shares included in the registration) without the prior written consent of the Company or the underwriters managing such underwritten public offering of Executive Securities the Company's securities for one hundred eighty (180) days from the effective date of such registration, and has had full access to such other information concerning (ii) will execute any agreement reflecting (i) above as may be requested by the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy underwriters at the time of the Recapitalization Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby;public offering. (vi) This Agreement constitutes that if use of the legalCompany's Common Stock to pay the exercise price of the Option is authorized by the Board pursuant to the discretion granted to the Board under this Agreement, valid and binding obligation of Executive, enforceable in accordance Optionee has been advised to consult with its terms, and a competent tax advisor regarding the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, violate or cause applicable tax consequences prior to utilizing such stock to exercise an Option; (vii) as a breach condition to the exercise of any material agreementportion of the Option, contract the Company may require the person exercising such Option to make any representation and/or warranty to the Company as may, in the judgment of counsel to the Company, be required under any applicable law or instrument regulation, including but not limited to which Executive a representation and warranty that the shares are being acquired only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is a party required under the Securities Act, or any judgmentother applicable law, order regulation or decree to which he is subjectrule of any governmental agency; and (viiviii) Executive is that no certificate or certificates for shares of stock purchased upon exercise of this Option shall be issued and delivered prior to the admission of such shares to listing on notice of issuance on any stock exchange on which shares of that class are then listed, nor unless and until, in the opinion of counsel for the Company, such securities may be issued and delivered without causing the Company to be in violation of or incur any liability under any federal, state or other securities law, any requirement of any securities exchange listing agreement to which the Company may be a United States citizen party, or any other requirement of law or any regulatory body having jurisdiction over the Company. The Company shall be required to proceed with due diligence and a resident to take any reasonable action required by the Company to be taken in order to qualify the issuance, to the Optionee, of all shares subject to the terms of this Agreement. The inability of the State Company to obtain any required permits, authorizations, or approvals necessary for the lawful issuance and sale of Missourishares pursuant hereto on terms deemed reasonable by the Board shall relieve the Company and the Board of any liability in respect of the non-issuance or sale of such shares as to which such requisite permits, authorizations or approvals shall not have been obtained. In the event the Company is unable to qualify the issuance of the shares despite its reasonable efforts, the Company shall be required to pay Optionee, in cash, an amount equal to the difference between the option exercise price and the Fair Market Value of such shares as of the date notice of exercise is delivered to the Company by Optionee.

Certain Representations and Warranties. In connection with the purchase and sale of the Executive Securities The Collateral Agent, in its capacity as collateral agent hereunder, Executive hereby represents and warrants Wilmington Trust Company, in its individual capacity, each represent and warrant to the Company thatSecured Parties as follows: (a) Wilmington Trust Company is a banking corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Subject Security Documents to which it is a party. (b) The execution, delivery and performance by the Collateral Agent of this Agreement and the Subject Security Documents to which it is a party have been duly authorized by all necessary corporate action on the part of Wilmington Trust Company. (c) There are no Collateral Agent's Liens and Wilmington Trust Company, in its individual capacity and not in its capacity as Collateral Agent hereunder, has no liens or security interests against the Subject Collateral. (d) There are no actions or proceedings pending or, to the actual knowledge of any officers of Wilmington Trust Company's Corporate Trust Administration, threatened against it before any Governmental Authority (i) The Executive Securities to be beneficially acquired by Executive pursuant to which question the validity or enforceability of this Agreement shall be acquired for his own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities shall not be disposed of in contravention of the Securities Act Subject Security Documents to which it is a party; or any applicable state securities laws; (ii) Executive is an executive officer which relate to the banking or trust powers of Wilmington Trust Company and which, if determined adversely to the position of Wilmington Trust Company, would materially and adversely affect the ability of Wilmington Trust Company or the Collateral Agent to perform their respective obligations under this Agreement or any of the Company, Subject Security Documents to which any one or more of them is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities;a party. (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act; (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby; (vie) This Agreement constitutes and each of the Subject Security Documents to which the Collateral Agent is a party have been duly executed and delivered by the Collateral Agent (assuming, with respect to the Subject Security Documents, that this Agreement has been duly authorized, executed and delivered by the other parties hereto) and are the legal, valid and binding obligation obligations of Executive, the Collateral Agent enforceable in accordance with its their terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors' rights generally and by the execution, delivery and performance effect of this Agreement by Executive do not and shall not conflict with, violate general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or cause a breach of any material agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which he is subject; andat law). (viif) Executive is a United States citizen and a resident No Uniform Commercial Code financing statements or other filings or recordations executed by or on behalf of Wilmington Trust Company (in its individual capacity) have been filed by or against it with respect to any of the State of MissouriSubject Collateral.

Certain Representations and Warranties. In By executing this Agreement (or, after the date hereof, any counterpart or joinder to this Agreement) and in connection with the purchase and sale issuance of the Executive Equity Securities hereunderto such Unitholder, Executive hereby each Unitholder represents and warrants to the Company thatas follows: (i) The Executive Equity Securities to be beneficially being acquired by Executive such Unitholder pursuant to this Agreement shall or otherwise will be acquired for his such Unitholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, Act or any applicable state securities laws, and the Executive Equity Securities shall will not be disposed of in contravention of the Securities Act or any applicable state securities laws;. (ii) Executive is an executive officer of the Company, Such Unitholder is sophisticated in financial matters and is able to evaluate the risks and benefits of decisions respecting the investment in the Executive Securities;Equity Securities and is either (A) an executive officer of the Company or a Subsidiary or Affiliate thereof or is a service provider knowledgeable about the Company and its Subsidiaries or (B) an “accredited investor” as such term is defined under the Securities Act and the rules and regulations promulgated thereunder. (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act; (iv) Executive Such Unitholder is able to bear the economic risk of his his, her or its investment in the Executive Equity Securities for an indefinite period of time because the Executive Equity Securities have not been registered under the Securities Act or applicable state securities laws and are subject to substantial restrictions on transfer set forth herein and, therefore, cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available;available and in compliance with such restrictions on transfer. (viv) Executive Such Unitholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive the Equity Securities and has had full access to such other information concerning the Company and its Subsidiaries and Affiliates as he he, she or it has requested. Executive . (v) Such Unitholder has reviewed, or has had an opportunity to review, received and carefully read a copy of the Recapitalization this Agreement, the Stockholders Agreement, all of the exhibits thereto . This Agreement and all each of the other agreements contemplated hereby and thereby; to be executed by such Unitholder (viincluding any Equity Agreement) This Agreement constitutes constitute the legal, valid and binding obligation of Executivesuch Unitholder, enforceable in accordance with its their terms, and the execution, delivery and performance of this Agreement by Executive and such other agreements do not and shall will not conflict with, violate or cause a breach of any material agreement, contract or instrument to which Executive such Unitholder is a party or any judgment, order or decree to which he such Unitholder is subject; andsubject or create any conflict of interest with the Company or any of its Subsidiaries or Affiliates, or any of their present or former customers. (vi) Such Unitholder is a resident of the state, or has its principal place of business in the state, set forth under his or her name on Schedule I attached hereto. (vii) Executive Such Unitholder has been given the opportunity to consult with independent legal counsel regarding his, her or its rights and obligations under this Agreement and has consulted with such independent legal counsel regarding the foregoing (or, after carefully reviewing this Agreement, has freely decided not to consult with independent legal counsel), fully understands the terms and conditions contained herein and therein and intends for such terms to be binding upon and enforceable against him, her or it. (viii) No agent, broker, investment banker, or other person acting on behalf of or under the authority of such Member is a United States citizen and a resident or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly in connection with the sale of the State of MissouriSecurities by the Company to such Member.

Certain Representations and Warranties. In By executing this Agreement (or, after the date hereof, any counterpart or joinder to this Agreement) and in connection with the purchase and sale issuance of the Executive Equity Securities hereunderto such Unitholder, Executive hereby each Unitholder represents and warrants to the Company thatas follows: (i) The Executive Equity Securities to be beneficially being acquired by Executive such Unitholder pursuant to this Agreement shall or otherwise will be acquired for his such Unitholder's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, Act or any applicable state securities laws, and the Executive Equity Securities shall will not be disposed of in contravention of the Securities Act or any applicable state securities laws;. (ii) Executive is an executive officer of the Company, Such Unitholder is sophisticated in financial matters and is able to evaluate the risks and benefits of decisions respecting the investment in the Executive Securities;Equity Securities and is either (A) an executive officer of the Company or a Subsidiary or Affiliate thereof or is a service provider knowledgeable about the Company and its Subsidiaries, if any, or (B) an “accredited investor” as such term is defined under the Securities Act and the rules and regulations promulgated thereunder. (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act; (iv) Executive Such Unitholder is able to bear the economic risk of his his, her or its investment in the Executive Equity Securities for an indefinite period of time because the Executive Equity Securities have not been registered under the Securities Act or applicable state securities laws and are subject to substantial restrictions on Transfer set forth herein and, therefore, cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available;available and in compliance with such restrictions on Transfer set forth herein. (viv) Executive Such Unitholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive the Equity Securities and has had full access to such other information concerning the Company and its Subsidiaries, if any, and Affiliates as he he, she or it has requested. Executive [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION (v) Such Unitholder has reviewed, or has had an opportunity to review, received and carefully read a copy of the Recapitalization this Agreement, the Stockholders Agreement, all of the exhibits thereto . This Agreement and all each of the other agreements contemplated hereby and thereby; to be executed by such Unitholder (viincluding any Equity Agreement) This Agreement constitutes constitute the legal, valid and binding obligation of Executivesuch Unitholder, enforceable in accordance with its their terms, and the execution, delivery and performance of this Agreement by Executive and such other agreements do not and shall will not conflict with, violate or cause a breach of any material agreement, contract or instrument to which Executive such Unitholder is a party or any judgment, order or decree to which he such Unitholder is subject; andsubject or create any conflict of interest with the Company or any of its Subsidiaries or Affiliates, or any of their present or former customers. (vi) Such Unitholder is a resident of the state, or has its principal place of business in the state, set forth under his or her name on the Schedule of Unitholders attached hereto. (vii) Executive Such Unitholder is a United States citizen not guaranteed to receive any Distributions (including Tax Distributions) and a resident of such Distributions will be made only when and if determined by the State of MissouriBoard. (viii) Such Unitholder has been given the opportunity to consult with independent legal counsel regarding his, her or its rights and obligations under this Agreement and has consulted with such independent legal counsel regarding the foregoing (or, after carefully reviewing this Agreement, has freely decided not to consult with independent legal counsel), fully understands the terms and conditions contained herein and therein and intends for such terms to be binding upon and enforceable against him, her or it.

Certain Representations and Warranties. In connection with the purchase and sale of the Executive Securities hereunderwhether pursuant to the 1999 Agreement, this Agreement or otherwise, Executive hereby represents and warrants to the Company that: (i) The Executive Securities to be beneficially acquired by Executive pursuant to the 1999 Agreement, or which may be beneficially acquired pursuant to this Agreement or otherwise, have been in the past and shall be acquired in the future for his own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities; (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act; (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby; (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, violate or cause a breach of any material agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which he is subject; and (vii) Executive is a United States citizen and a resident of the State of Missouri.

Certain Representations and Warranties. In connection with the purchase and sale of the Executive Consultant Securities hereunder, Executive Consultant hereby represents and warrants to the Company that: (i) : The Executive Consultant Securities to be beneficially acquired by Executive Consultant pursuant to this Agreement shall be acquired for his own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Consultant Securities shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) Executive is an executive officer of the Company, ; Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Consultant Securities; (iii) Executive ; Consultant is an "accredited investor" as defined under Regulation D promulgated under the Securities Act; (iv) Executive ; Consultant is able to bear the economic risk of his investment in the Executive Consultant Securities for an indefinite period of time because the Executive Consultant Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) Executive ; Consultant has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Consultant Securities and has had full access to such other information concerning the Company as he has requested. Executive Consultant has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby; (vi) ; This Agreement constitutes the legal, valid and binding obligation of ExecutiveConsultant, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive Consultant do not and shall not conflict with, violate or cause a breach of any material agreement, contract or instrument to which Executive Consultant is a party or any judgment, order or decree to which he is subject; and (vii) Executive and Consultant is a United States citizen and a resident of the State of MissouriWisconsin.

Certain Representations and Warranties. In connection with (a) Each Loan Party represents, warrants and covenants to the purchase Agent and sale each of the Executive Securities hereunderLenders as to the matters set forth on Annex A (Representations and Warranties) hereto. (b) Each Loan Party hereby further warrants, Executive hereby represents and warrants to the Company that: covenants that on and as of (i) the Closing Date and (ii) each other date as required by Section 2.2, the following statements are and will be true, correct and complete in all material respects and, unless specifically limited, shall remain so for so long as any of the Revolving Credit Commitments hereunder shall be in effect and until indefeasible payment in full in cash of the Obligations: (a) the fair value of their respective Total Assets exceeds the book value of the Total Liabilities; (b) each Loan Party is generally able to pay its debts as they become due and payable; and (c) each Loan Party does not have unreasonably small capital to carry on its business as it is currently conducted absent extraordinary and unforeseen circumstances. (c) The Executive Securities to be beneficially Loan Parties further warrant and represent that on and as of the Closing Date and on and after each date as required by Section 2.2: (i) except for the Permitted Encumbrances, after filing of financing statements in the applicable filing clerks’ offices at the locations specified in the applicable Pledge and Security Agreements, each Pledge and Security Agreements creates a valid, perfected and first priority security interest in the Collateral; (ii) except for the Permitted Encumbrances, the Loan Parties are, or will be, at the time additional Collateral is acquired by Executive pursuant to this Agreement shall be acquired for his own account and not with a view tothem, or intention of, distribution thereof in violation the absolute owner of the Securities ActCollateral with full right to pledge, sell, consign, transfer and create a security interest therein, free and clear of any and all Liens or other adverse claims in favor of others; (iii) the Loan Parties will, at their expense, forever warrant and, at the Agent’s request, defend the same from any and all claims and demands of any other Person other than a holder of a Permitted Encumbrance; (iv) the Loan Parties, or any applicable state securities lawsone of them, and will not grant, create or permit to exist, any Lien upon, or security interest in, the Executive Securities shall not be disposed Collateral, or any proceeds thereof, in favor of in contravention any other Person other than the holders of the Securities Act or any applicable state securities laws; (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities; (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act; (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; Permitted Encumbrances; (v) Executive has had an opportunity to ask questions the Equipment does not comprise a part of any Loan Party’s Inventory; and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby; (vi) This Agreement constitutes the legalEquipment is and shall only be used by the Loan Parties in the ordinary course of their respective businesses and will not be held for sale or lease, valid and binding obligation or removed from their premises, or otherwise Disposed of Executive, enforceable in accordance with its terms, and by the execution, delivery and performance Loan Parties except as otherwise permitted pursuant to the terms of this Financing Agreement by Executive do not and shall not conflict withor the other Loan Documents, violate or cause a breach of any material agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which he is subject; and (vii) Executive is a United States citizen and a resident of the State of Missourias applicable.

Certain Representations and Warranties. In connection with By accepting this ----------------------------------------- Option, the purchase and sale of the Executive Securities hereunder, Executive hereby Optionee represents and warrants to the Company thatagrees: (i) The Executive Securities that Optionee shall accept as binding and final all decisions or interpretations of the Board upon any question arising under this Agreement; (ii) that Optionee understands that this Option and any share purchased upon its exercise are securities, the issuance of which requires compliance with federal, state and other applicable securities laws; (iii) that Optionee is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to be beneficially acquired by Executive pursuant reach an informed and acknowledgeable decision to this Agreement shall be acquired acquire the securities. Optionee is acquiring these securities for his investment for Optionee's own account only and not with a view to, or intention offor sale in connection with, distribution any "distribution" thereof in violation of within the Securities Act, or any applicable state securities laws, and the Executive Securities shall not be disposed of in contravention meaning of the Securities Act or any applicable state securities laws; of 1933, as amended (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities; (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act"); (iv) Executive is able to bear that Optionee acknowledges and understands that the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered securities constitute "restricted securities" under the Securities Act and, therefore, cannot and must be sold held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register such securities. Optionee understands that the certificate evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company, and any other legend required under applicable securities laws; (v) Executive has had an opportunity as a condition to ask questions and receive answers concerning the terms and conditions exercise of any portion of the offering of Executive Securities and has had full access Option, the Company may require the person exercising such Option to such other information concerning make any representation and/or warranty to the Company as he has requested. Executive has reviewedmay, in the judgement of counsel to the Company, be required by any applicable law or regulation, including, but not limited to a representation and warranty that the shares are being required only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required under the Securities Act, or has had an opportunity to reviewany other applicable law, a copy regulation or rule of the Recapitalization Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby;any governmental agency; and (vi) This Agreement constitutes that no certificate or certificates for shares of stock purchased upon exercise of this Option shall be issued and delivered unless and until, in the legalopinion of counsel for the Company, valid such securities may be issued and binding obligation delivered without causing the Company to be in violation of Executiveor incur any liability under any federal, enforceable state or other securities law, any requirement of any securities exchange listing agreement to which the Company may be a party, or any other requirement of law or any regulatory body having jurisdiction over the Company. The Company shall be required to proceed with due diligence and to take any reasonable action required by the Company to be taken in accordance with its termsorder to qualify the issuance, to the Optionee, of all shares subject to the terms of this Agreement. The inability of the Company to obtain any required permits, authorizations, or approvals necessary for the lawful issuance and sale of the shares pursuant hereto on terms deemed reasonable by the Board shall relieve the Company and the executionBoard of any liability in respect of the non-issuance or sale of such shares as to which such requisite permits, delivery and performance of this Agreement by Executive do not and authorizations or approvals shall not conflict with, violate or cause a breach of any material agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which he is subject; and (vii) Executive is a United States citizen and a resident of the State of Missourihave been obtained.

Certain Representations and Warranties. In connection with the purchase and sale of the Executive Securities hereunder, Executive hereby Trustor represents and warrants to the Company Trustee, the Agent and the other Secured Parties that: (i) The Executive Securities to be beneficially acquired by Executive pursuant to this Agreement shall be acquired for his own account and not with a view to, or intention of, distribution thereof in violation as of the Securities Actdate of this Mortgage, (a) the Oil and Gas Properties described in Exhibit A hereto are valid, subsisting leases, superior and paramount to all other Oil and Gas Properties respecting the properties to which they pertain except where the failure hereunder could not reasonably be expected to have a Material Adverse Effect, (b) all producing xxxxx located on the lands described in Exhibit A have been drilled, operated and produced in conformity with all applicable laws, statutes, rules or any applicable state securities lawsregulations, except where the failure hereunder could not reasonably be expected to have a Material Adverse Effect, and are subject to no penalties on account of past production which could reasonably be expected to have a Material Adverse Effect, and such xxxxx are in fact bottomed under and are producing from, and the Executive Securities shall well bores are wholly within, the lands described in Exhibit A except where the failure hereunder could not reasonably be disposed of expected to have a Material Adverse Effect, (c) the Mortgaged Properties are free from all encumbrances or liens whatsoever, except as may be specifically set forth in contravention Exhibit A or as permitted by Section 6.02 of the Securities Act Credit Agreement, and (d) the cover page to this Deed of Trust lists the correct legal name of Trustor and Trustor is not now known by any trade name. Trustor will warrant and forever defend the Mortgaged Properties unto the Trustee or the Agent, as applicable, against every person whomsoever lawfully claiming the same or any applicable state securities laws; part thereof (ii) Executive is an executive officer subject, however, to the Liens permitted by Section 6.02 of the CompanyCredit Agreement), is sophisticated in financial matters and is able to evaluate Trustor will maintain and preserve the risks and benefits Lien hereby created so long as any of the investment in the Executive Securities; (iii) Executive is an "accredited investor" as defined under Regulation D promulgated under the Securities Act; (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreement, the Stockholders Agreement, all of the exhibits thereto and all of the other agreements contemplated hereby and thereby; (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, violate or cause a breach of any material agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which he is subject; and (vii) Executive is a United States citizen and a resident of the State of MissouriSecured Obligations remains unpaid.