Common use of Investment Intent; Restricted Securities Clause in Contracts

Investment Intent; Restricted Securities. The Company is acquiring the Warrants solely for its own account and not with the view to, or for resale in connection with, any distribution thereof, other than as may be permitted under applicable law without registration under the Securities Act. The Company understands that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants have not been and are not being registered under the Securities Act by reason of specified exemptions therefrom which depend upon, among other things, the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby, and that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act except as may be permitted under applicable law. The Company may distribute or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration under the Securities Act, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transfer.

Investment Intent; Restricted Securities. The Company Each Holder represents and warrants that it is acquiring the Warrants and shall be acquiring the Underlying Common Stock solely for its own account and not with the a view to, to or for resale in connection with, with any distribution thereofor public offering thereof within the meaning of any securities laws and regulations, other than as may be permitted under applicable law without registration unless such distribution or offering is registered under the Securities Act or any exemption from such registration is available. Each Holder realizes that the resale of the Warrants and the Underlying Common Stock is restricted by federal and state securities laws and, accordingly, the Warrants and the Underlying Common Stock must be held indefinitely unless the resale thereof is subsequently registered under the Act, or an exemption from such registration is available. The Company Each Holder realizes that the grant of the Warrants and the sale of the Underlying Common Stock to such Holder have not been registered under the Act or under any state securities laws by reason of a specific exemption under the provisions of the Act that may depend in part upon the such Holder's "investment intent." Accordingly, the economic risk of the acquisition of such Warrants and Underlying Common Stock must be borne by the Holders indefinitely unless the resale of the Warrants or the Underlying Common Stock is subsequently registered under the Act or an exemption from such registration is available. Each Holder acknowledges and understands that the Warrants and the common stock Underlying Common Stock are "restricted securities" as that term is defined in Rule 144 under the Act and are subject to all of the Purchaser issuable upon exercise of terms and provisions thereof. Each Holder acknowledges and consents that the certificates for the Warrants have not been and are not being registered under the Securities Act by reason of specified exemptions therefrom which depend uponwill be legended substantially as follows: THE SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, among other thingsAS AMENDED (THE "ACT"), the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby, and that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act except as may be permitted under applicable law. The Company may distribute or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration under the Securities Act, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transfer.OR

Investment Intent; Restricted Securities. The Company Each Holder represents and warrants that it is acquiring the Warrants and shall be acquiring the Underlying Common Stock solely for its own account and not with the a view to, to or for resale in connection with, with any distribution thereofor public offering thereof within the meaning of any securities laws and regulations, other than as may be permitted under applicable law without registration unless such distribution or offering is registered under the Securities Act or any exemption from such registration is available. Each Holder realizes that the resale of the Warrants and the Underlying Common Stock is restricted by federal and state securities laws and, accordingly, the Warrants and the Underlying Common Stock must be held indefinitely unless the resale thereof is subsequently registered under the Act, or an exemption from such registration is available. The Company Each Holder realizes that the grant of the Warrants and the sale of the Underlying Common Stock to such Holder have not been registered under the Act or under any state securities laws by reason of a specific exemption under the provisions of the Act that may depend in part upon the such Holder's "investment intent". Accordingly, the economic risk of the acquisition of such Warrants and Underlying Common Stock must be borne by the Holders indefinitely unless the resale of the Warrants or the Underlying Common Stock is subsequently registered under the Act or an exemption from such registration is available. Each Holder acknowledges and understands that the Warrants and the common stock Underlying Common Stock are "restricted securities" as that term is defined in Rule 144 under the Act and are subject to all of the Purchaser issuable upon exercise of terms and provisions thereof. Each Holder acknowledges and consents that the certificates for the Warrants have not been and are not being registered under the Securities Act by reason of specified exemptions therefrom which depend upon, among other things, the bona fide nature of its investment intent will be legended substantially as expressed herein and as explicitly acknowledged hereby, and that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act except as may be permitted under applicable law. The Company may distribute or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration under the Securities Act, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transfer.follows:

Investment Intent; Restricted Securities. The Company Purchaser is acquiring the Warrants XX Xxxxxxx Stock and the Acquired Units solely for its Purchaser’s own account account, for investment purposes only, and not with the a view to, or for resale in connection withwith any present intention of, any distribution thereof, other than as may be permitted under applicable law without registration under reselling or otherwise distributing the Securities ActXX Xxxxxxx Stock or the Acquired Units or dividing its participation therein with others. The Company Purchaser understands and acknowledges that (i) neither the Warrants and XX Xxxxxxx Stock nor the common stock of the Purchaser issuable upon exercise of the Warrants Acquired Units have not been and are not being registered under the Securities Act by reason of specified exemptions therefrom which depend upon, among other things, the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby, and that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act except as may be permitted under applicable law. The Company may distribute or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration qualified under the Securities Act, or under any securities Laws of any state of the United States or any other jurisdiction, and have been issued in reliance upon specific exemptions thereunder, (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants XX Xxxxxxx Stock and the stock issuable upon exercise thereof is exempt from Acquired Units constitute “restricted securities” as defined in Rule 144 under the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (iiii) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request none of the beneficial holders of a majority interest Acquired Units or the XX Xxxxxxx Stock is traded or tradable on any securities exchange or over-the-counter and (iv) none of the Warrants given not earlier than four months after the Closing DateAcquired Units or XX Xxxxxxx Stock may be sold, register the Warrants transferred or otherwise disposed of unless a registration statement under the Securities Act pursuant with respect to a customary such XX Xxxxxxx Stock or Acquired Units, as applicable, and qualification in accordance with any applicable state securities Laws becomes effective or unless such registration rights agreementand qualification is inapplicable, or an exemption therefrom is available. The Warrants Purchaser will bear appropriate legends restricting transfernot transfer or otherwise dispose of any of the XX Xxxxxxx Stock or any of the Acquired Units acquired hereunder or any interest thereon in any manner that may cause the XX Xxxxxxx Seller or any Unitholder to be in violation of the Securities Act or any applicable state securities Laws. Purchaser is an “accredited investor” as defined in Rule 501(a) of the Securities Act. Purchaser acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the XX Xxxxxxx Stock and the Acquired Units.

Investment Intent; Restricted Securities. The Company (a) Each holder of the Titan Class A Units is acquiring the Warrants solely Atlas Units for its such holder’s own account account, not as a nominee or agent, and not with no present intention of distributing the Atlas Units or any part thereof, and such holder has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities Laws of the United States of America or any state, without prejudice, however, to such holder’s right at all times to sell or otherwise dispose of all or any part of the Atlas Units under a registration statement under the Securities Act and applicable state securities Laws or under an exemption from such registration available thereunder (including, if available, Rule 144 promulgated thereunder). If such holder should in the future decide to dispose of any of the Atlas Units, such holder understands and agrees that it may do so only (i)(A) in compliance with the view toSecurities Act and applicable state securities Law, as then in effect, or for resale in connection with, any distribution thereof, other than as may be permitted under applicable law without registration pursuant to an exemption therefrom (including Rule 144 under the Securities Act) or (B) in the manner contemplated by any registration statement pursuant to which such securities are being offered, and (ii) if no stop-transfer instructions to that effect will be in effect with respect to such securities. (b) Such holder (i) is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the SEC pursuant to the Securities Act and is sophisticated in the evaluation, purchase, ownership and operation of oil and gas properties and related facilities and (ii) by reason of its business and financial experience it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Atlas Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. The Company In making its decision to enter into this Agreement and to consummate the transaction contemplated herein, such holder, except to the extent of Atlas’s representations in this Agreement, (A) has relied or shall rely solely on its own independent investigation and evaluation of Atlas and its assets and the advice of its own legal, tax, economic, environmental, engineering, geological and geophysical advisors and the express provisions of this Agreement and not on any comments, statements, projections or other materials made or given by any representatives, consultants or advisors engaged by Atlas and (B) has undertaken such due diligence pertaining to Atlas and its assets as such holder deems adequate. (c) Such holder acknowledges that it has (a) had access to the Atlas SEC Documents, (b) had access to information regarding the Merger and its potential effect on Atlas’s operations and financial results and (c) been provided a reasonable opportunity to ask questions of and receive answers from representatives of Atlas regarding such matters. (d) Such holder understands that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants have not been and Atlas Units it is acquiring hereunder are not being registered under the Securities Act by reason of specified exemptions therefrom which depend upon, among other things, the bona fide nature of its investment intent characterized as expressed herein and as explicitly acknowledged hereby, and that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" “restricted securities” under the federal securities laws Laws inasmuch as they are being acquired from the Purchaser Atlas in a transaction not involving a public offering and that under such laws Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. In connection with the foregoing, such holder represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act. (e) The Company agrees Atlas Units shall not be evidenced by physical certificates. If any physical certificates are issued, it is understood that the Warrants certificates evidencing the Atlas Units initially will bear the following legend: “These securities have not been registered under the Securities Act of 1933, as amended. These securities may not be sold, transferred, offered for sale, pledged, pledged (except in connection with a bona fide margin account or other loan or financing arrangement secured by these securities) or hypothecated or otherwise disposed in the absence of without a registration under the Securities Act except as may be permitted under applicable law. The Company may distribute or transfer the Warrants only upon delivery statement in effect with respect to the Purchaser of (i) securities under such Act or pursuant to an opinion of legal counselexemption from registration thereunder and, in form and substancethe case of a transaction exempt from registration, and from counsel, unless sold pursuant to Rule 144 under such Act or the issuer has received documentation reasonably satisfactory to it that such transaction does not require registration under such Act.” For the Purchaseravoidance of doubt, that the distribution or transfer Atlas Units may be effected without registration under the Securities Actpledged in connection with a bona fide margin account or other loan or financing arrangement secured by such Atlas Units and such pledge shall not be deemed to be a transfer, sale or (ii) assignment of such Atlas Units, and no buyer effecting such a Bankruptcy Court order, reasonably satisfactory pledge shall be required to the Purchaser, that such distribution provide Atlas with any notice thereof or transfer of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, that if the Company is unable otherwise make any delivery to distribute or transfer the Warrants Atlas pursuant to clause (i) this Agreement or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transferany other Transaction Document.”

Investment Intent; Restricted Securities. 2.14.1. MAC is acquiring the Merger Shares for investment for its own accounts and without any present intention to sell or distribute the Merger Shares within the meaning of the Securities Act (for the purposes of this Section 2.14, the Merger Shares shall be referred to as the "OFFERED SECURITIES"). The Company acknowledges that the statutory basis for the exemption from registration under which MAC is acquiring the Offered Securities may not be present if any of the Company or MAC have an intent to acquire the Offered Securities with a view to the distribution thereof within the meaning of the Securities Act. 2.14.2. The Company is an experienced investor with requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of acquiring the Warrants solely for its own account Offered Securities and not with is an accredited investor as defined under Regulation D as promulgated by the view to, or for resale in connection with, any distribution thereof, other than as may be permitted under applicable law without registration under the United States Securities Actand Exchange Commission. 2.14.3. The Company understands acknowledges that the Warrants and Offered Securities being acquired by the common stock of the Purchaser issuable upon exercise of the Warrants have not been and Company are not being registered under the Securities Act by reason on the basis of specified exemptions therefrom which depend uponprovided under Section 4(2) of the Securities Act and the regulations thereunder, among other things, specifically relying on the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby, and fact that the Warrants transactions contemplated by this Agreement and the common stock parties hereto does not involve any public offering of securities. The Company further acknowledges that the Purchaser issuable upon exercise of the Warrants Offered Securities being acquired by it are "Restricted Securities" not being registered under the federal applicable state securities laws inasmuch as they are being acquired on the basis of one or more exemptions provided under sections thereof and the regulations thereunder. The Company acknowledges and understands that Purchaser's reliance on an exemption from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only is based in certain limited sets of circumstancespart on the representations, warranties and covenants made by the Company in this Agreement and that such representations, warranties and covenants were made, inter alia, for this express purpose. 2.14.4. The Company agrees acknowledges that the Warrants Offered Securities being acquired by it may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without transferred only either pursuant to registration under the Securities Act except as may be permitted under applicable law. The Company may distribute or transfer pursuant to an exemption from the Warrants only upon delivery to the Purchaser registration requirements of (i) an opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration under the Securities Act, and otherwise in compliance with the Israel Securities Law-1968 and the rules and regulations promulgated thereunder or (ii) any applicable securities laws of any jurisdiction and certificates for the Merger Shares may include a Bankruptcy Court orderlegend to such effect, reasonably satisfactory unless in the opinion of legal counsel to the Company, which would be in form and substance acceptable to the Purchaser's legal counsel, that such distribution no legend on some or transfer all of the Warrants and the stock issuable upon exercise thereof is exempt from the Offered Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants would be required under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transferand applicable securities laws.

Investment Intent; Restricted Securities. The Company Each Purchaser is acquiring purchasing the Warrants solely Shares for its own account as principal, for investment purposes only, and not with the a present view to, or for resale in connection withfor, any resale, distribution or fractionalization thereof, other than as may be permitted under applicable law without registration under in whole or in part, within the meaning of the Securities Act. The Company Each Purchaser understands that the Warrants and the common stock acquisition of the Purchaser issuable upon exercise of the Warrants have Shares hereunder has not been and are not being registered under the Securities Act by reason of specified or registered or qualified under any state securities law in reliance on specific exemptions therefrom therefrom, which exemptions may depend upon, among other things, the bona fide nature of its the Purchasers' investment intent as expressed herein herein. Each Purchaser will complete or cause to be completed the Purchaser Questionnaire attached hereto as Annex A and the responses provided therein shall be true and correct as of the Closing Date and as explicitly acknowledged herebyof the effective date of the Registration Statement. The Purchasers will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder either through (a) the use of a Registration Statement as described in Section 5.1 or (b) pursuant to an opinion of counsel satisfactory to the Company that such registration is not required. The Purchasers understand that, as such, the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants Shares are characterized as "Restricted Securitiesrestricted securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering Securities Act and that under such laws the Securities Act and applicable regulations such securities Shares may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees In this connection, the Purchasers represent that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration they are familiar with Rule 144 promulgated under the Securities Act except ("Rule 144"), as may be permitted under applicable law. The Company may distribute or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, presently in form and substanceeffect, and from counsel, reasonably satisfactory to understand the Purchaser, that the distribution or transfer may be effected without registration under resale limitations imposed thereby and by the Securities Act, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transfer.

Investment Intent; Restricted Securities. The Company Lender is acquiring receiving the Warrants Lender Stock Repayment Amount, the Lender Stock R&W Policy Amount and the Lender Stock Release Amount (or Remaining Lender Stock Release Amount, as the case may be) solely for its own account account, for investment purposes only, and not with the a view to, or for resale any present intention of, reselling or otherwise distributing the Lender Stock Repayment Amount, the Lender Stock R&W Policy Amount or the Lender Stock Release Amount (or remaining Lender Stock Release Amount, as the case may be) or dividing its participation herein with others. Lender is an “accredited investor” as defined in connection with, any distribution thereof, other than as may be permitted under applicable law without registration Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. The Company understands Lender acknowledges that it is informed as to the Warrants risks of the transactions contemplated hereby and of ownership of the Lender Stock Repayment Amount, the Lender Stock R&W Policy Amount and the common stock Lender Stock Release Amount (or Remaining Lender Stock Release Amount, as the case may be). Lender understands and acknowledges that (i) none of the Purchaser issuable upon exercise of Lender Stock Repayment Amount, the Warrants have not Lender Stock R&W Policy Amount or the Lender Stock Release Amount (or Remaining Lender Stock Release Amount) has been and are not being registered under the Securities Act by reason of specified or any state or foreign securities Laws, in reliance upon specific exemptions therefrom which depend upon, among other things, the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby, and that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction thereunder for transactions not involving a any public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without unless such transfer, sale or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and are registered under any applicable state or foreign securities Laws or pursuant to an exemption from registration under the Securities Act except as may be permitted under and any applicable law. The Company may distribute state or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration under the Securities Act, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transferforeign securities Laws.

Investment Intent; Restricted Securities. The Company (i) Seller is acquiring the Warrants solely restricted shares of the common stock of Purchaser which constitute a portion of the Purchase Price for its his own account for investment and not with the a view to, or for resale sale in connection with, any distribution thereof, other than as may be permitted under applicable law without registration under the Securities Actof any thereof and with no present intention of disposing of any thereof . The Company understands Seller acknowledges that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants such securities have not been and are not being registered under the Securities Act or qualified under applicable state securities laws and confirms to the Purchaser that it understands the restrictions on resale of such securities imposed by reason of specified exemptions therefrom which depend upon, among other things, such laws including Rule 144 promulgated under the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby, Securities Act and that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may only be resold sold in limited circumstances. (ii) Notwithstanding the provisions of Section 4(j)(i), the Seller may transfer such securities in compliance with the provisions of the Securities Act (including Rule 144 promulgated thereunder) and any applicable provision of state law. Prior to any transfer of such securities otherwise than in an offering registered under the Securities Act, the Seller will notify the Purchaser of its intention to effect such transfer, indicating the circumstances of the proposed transfer and if reasonably requested by the Purchaser, furnish the Purchaser with an opinion of its counsel, in form and substance reasonably satisfactory to counsel for the Purchaser, to the effect that the proposed transfer may be made without registration under the Securities Act only or qualification under any applicable state securities laws; provided that the Purchaser agrees that no opinion will be required for transfers under Rule 144 except in certain limited sets of unusual circumstances. The Company Purchaser will promptly notify the Seller if the opinion of counsel furnished to the Purchaser is reasonably satisfactory to counsel for the Purchaser. Unless the Purchaser notifies the Seller within fourteen (14) days after the Seller furnishes it with such opinion that such opinion is not reasonably satisfactory to counsel for the Purchaser, the Seller may proceed to effect the transfer. (iii) Notwithstanding the foregoing provisions and the legend contained in Section 4(j)(iii), no such registration statement or opinion of counsel will be necessary for a transfer by a corporation or other person controlling, controlled by, or under common control with such Seller (for purposes of this subsection, control will mean ownership of securities having at least a majority of the votes attributable to all outstanding equity securities of the controlled corporation), or a distribution to a shareholder of the Seller, or the transfer by gift, will or intestate succession of any shareholder to his spouse or to the siblings, lineal descendants or ancestors of such shareholder or his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were the Seller hereunder and, in particular, agrees to be bound by this Section 4(j). (iv) The Seller understands that the Warrants may not be soldPurchaser will place the following legend and any other legend required by law on the certificates representing the shares of restricted common stock issued in connection with this Agreement: UNTIL JULY 18, transferred2003, offered for saleTHE SHARES REPRESENTED BY THIS CERTIFICATE AND THIS CERTIFICATE SHALL NOT BE SOLD, pledgedASSIGNED, hypothecated PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF HOST AMERICA CORPORATION. FURTHER, AND IN ADDITION TO THE FOREGOING, THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF LEGAL COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Subsequent to July 18, 2003, or otherwise disposed upon the written consent of the Purchaser, the Purchaser shall, upon the request of the Seller or any subsequent holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without registration the foregoing legend if (1) the stock evidenced by such certificate has been effectively registered under the Securities Act except as may be permitted under applicable law. The Company may distribute and sold by the holder thereof in accordance with such registration, or transfer the Warrants only upon delivery (2) such holder shall have delivered to the Purchaser of (i) an a written legal opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory acceptable to the Purchaser, Purchaser to the effect that the distribution restrictions set forth herein are no longer required or transfer may be effected without registration necessary under any federal or state law or regulation. (v) The Seller and the Securities Act, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer shareholders of the Warrants Seller have such knowledge and experience in financial and business matters that the stock issuable upon exercise thereof Seller is exempt from capable of evaluating the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then risks of its investment in securities of the Purchaser shall, at and is able to bear the request economic risks of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transfersuch investment.