Common use of Investment Representations and Warranties Clause in Contracts

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner understands that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is Grantor will be acquiring the BRI Partnership Units for investment only to be received by it him, if any, for its his own account and not with any the view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "“Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement”). (b) Such Transferor Partner Grantor understands and acknowledges that the BRI Partnership Units (or shares of Common Stock issued upon exchange of the Units) to be issued to each Transferor Partner the Grantor, if any, will not be registered under the Act, or the securities laws of any state ("“Blue Sky Laws"”) by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's the REIT’s and the BRI Partnership's Optionee’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor PartnerGrantor. (c) Such Transferor Partner acknowledges and agrees Grantor understands that, for the reasons set forth in Sections 5.35(a) and paragraph (b) above, the BRI Partnership Units (or shares of common stock Common Stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner Grantor except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock Common Stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership Optionee or BRIthe REIT, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) Optionee or the REIT, as the case may be, to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws. Accordingly, and that, accordingly, such Transferor Partner Grantor understands that it must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock Common Stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner Grantor is an "“accredited investor" ” within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner Grantor understands that an investment in the BRI Partnership Optionee and BRI the REIT involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and Grantor has had the opportunity to review all documents and information relevant to which it has requested concerning its decision to enter into this Agreement and to invest investment in the BRI Partnership Optionee and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") REIT and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its proposed management concerning its investment in of the BRI Partnership Optionee and the transactions contemplated herebyREIT, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges Grantor understands that the Units (and agrees that: (iany shares of Common Stock issued upon exchange of the Units) will bear a legend substantially to the BRI Partnership Units to be acquired effect of the following: “The securities represented by it hereunder will this certificate have not be been registered under the Securities Act of 1933, as amended (the “Act”), or the securities laws of any state. The securities may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Act and under any applicable state securities laws, receipt of a no-action letter issued by the Securities and Exchange Commission (together with either registration or an exemption under applicable state securities laws) or an opinion of counsel acceptable to the [Optionee] [REIT] that the proposed transaction will be exempt from registration under the Act and applicable state securities laws.” and that the Optionee or the REIT, as the case may be, reserves the right to place a stop order against the transfer of the Units (and any shares of Common Stock issued upon exchange of the Units), and to refuse to effect any transfers thereof, in reliance upon the exemption afforded by Section 4absence of satisfying the conditions contained in the foregoing legend. (g) The address set forth under such Grantor’s signature line is the address of the Grantor’s principal residence or principal place of business, and such Grantor has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such principal residence or principal place of business is sited.

Investment Representations and Warranties. Each Transferor Partner for itself, severally ACM hereby represents and not jointly, represents, warrants, acknowledges warrants to ART and agrees ARLP as follows: (a) Such Transferor Partner is acquiring the BRI a. The Partnership Units for investment only and the Warrants to be received acquired by it ACM are being acquired for its ACM's own account with the present intention of holding such interests for purposes of investment, and ACM has no intention of selling such interests in a public distribution, and the Partnership Units and the Warrants will not with any view to the sale or distribution be disposed of the same or any part thereof in violation contravention of the Securities Act of 1933, as amended (the "Act"), or any applicable state securities laws. No other person will have any direct or indirect (other than through the ownership of a direct or indirect interest in ACM) and it will not sell beneficial interest in or otherwise dispose of such BRI right to the Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement.Warrants purchased hereunder; (b) Such Transferor Partner b. ACM understands that the BRI Partnership Units to be issued to each Transferor Partner will and Warrants have not be been registered under the Act, Act or the any state securities laws of any state ("Blue Sky Laws") by reason of a specific exemption exemptions under the provisions thereof, the availability of which depend in part upon the bona fide nature of ACM's investment intent and upon the accuracy of ACM's representations made in this Section 6. ACM understands that the Partnership Units and the Warrants have not been approved or disapproved by the Securities and Exchange Commission or by any other federal or state agency. ACM understands that ARLP is relying upon the representations and agreements contained in this Section 6 for the purpose of determining whether this transaction meets the requirements for such exemptions from registration under the Act and any state securities laws; c. ACM understands that the Partnership Units and Warrants are "restricted securities" under the applicable Blue Sky Laws federal securities laws and that BRI's the Securities Act and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness rules of the representations Securities and warranties Exchange Commission provide in substance that ACM may dispose of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of and the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) Warrants only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and ACM understands that ARLP has no current obligation or intention to register the Partnership Units or the Warrants. ACM also understands that no public market exists for any applicable Blue Sky Laws, (ii) pursuant to a no-action letter of the securities issued by ARLP and that ARLP has no obligation to ensure that a broad public market will exist for securities of ARLP. Accordingly, ACM understands that under the rules of the Securities and Exchange Commission to the effect that a proposed transfer Commission, ACM may only dispose of the BRI Partnership Units (or shares of common stock issued upon exchange of and the BRI Partnership Units) may be made without Warrants in transactions that are exempt from registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion . As a consequence of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements all of the Act and any applicable Blue Sky Lawsforegoing, and that, accordingly, such Transferor Partner ACM understands that it must bear the economic risk of an the investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) Warrants for an indefinite period of time; d. ACM is an "accredited investor "as that term is defined in Rule 501(a) under the Act. Such Transferor Partner acknowledges, represents ACM was not formed solely for making an investment in the Partnership Units or Warrants. ACM acknowledges that an investment in the Partnership Units and agrees that the Warrants is not recommended for investors who have any need for a current return on this investment or who cannot bear the risk of losing their entire investment. ACM acknowledges that: (i) it has adequate means of providing for its economic circumstances are such that current needs and has no need for liquidity in this investment; (ii) it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the economic risk of this investment; (iii) it is able to hold the Partnership Units and the Warrants indefinitely; and (iv) it is able to afford a complete loss of its investment in the BRI Partnership Units this investment; e. ACM either (i) has a preexisting personal or shares of common stock issued upon exchange of the BRI Partnership Units), business relationship with ARLP or (ii) it has knowledge by reason of its business or financial experience, or by reason of the business or financial experience of its financial advisor who is unaffiliated with and experience in financial and business matters sufficient to evaluate who is not compensated, directly or indirectly, by ARLP or any affiliate or selling agent of ARLP, ACM is capable of evaluating the risks and merits of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership Units and BRI involves substantial risks. Such Transferor Partner acknowledges that it the Warrants and of protecting its own interests in connection with the investment and investment commitment pursuant to this Agreement; and f. ACM has (i) been given full the opportunity to perform its own due diligence, investigation of the business, operations, assets, liabilities and complete financial condition of ARLP, including access to the BRI Partnership records and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and books of ARLP. ACM has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the an opportunity to ask questions of and receive answers from ARLP concerning the BRI Partnership business and BRI and its management concerning its investment assets of ARLP in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfactiona manner deemed appropriate by ACM. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner Member for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner Member is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner Member understands that the BRI Partnership Units to be issued to each Transferor Partner Member will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor PartnerMember. (c) Such Transferor Partner Member acknowledges and agrees that, for the reasons set forth in Sections 5.35(a5.34(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner Member except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner Member must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner Member acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor AgentPartnership, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner Member further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner Member is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner Member understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner Member acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner Member acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner The Shareholder understands and represents and warrants to, and agrees with, Inland that: 2.6.1 The Shareholder understands that the terms of the Merger have not been reviewed by the U.S. Securities and Exchange Commission (the "SEC") or state securities authorities nor has such federal or state securities agencies passed on, or made any recommendation or endorsement of the Inland Common. 2.6.2 The Shareholder acknowledges that, in making the decision to accept the Inland Common as part of the consideration for itselfthe conversion of the Cyberworks Common, severally he has relied solely upon independent investigations made by him and not jointlyupon any representations made by Inland with respect to Inland or the Inland Common, representsexcept for the representations and warranties in this Agreement, warrantsexcept that the Shareholder has received, acknowledges reviewed and agrees as follows: relied upon (a) Such Transferor Partner Inland's Annual Report to Stockholders for the year ended June 30, 1997, (b) copies of Inland's report on Form 10-KSB for the year ended June 30, 1997, Inland's reports on Form 10-QSB for the quarters ended September 30, 1997, December 31, 1997, and March 31, 1998, and Inland's definitive Proxy Statement dated October 28, 1997, each filed by Inland pursuant to the Exchange Act, and all other filings, including filings on Form 8-K, by Inland under the Exchange Act since March 31, 1998, which, together with any filings by Inland under the Exchange Act after the date hereof and prior to the Closing, are defined as "Exchange Act Reports", (c) any unaudited financial statements of Inland provided to the Shareholder, and (d) certain other written information provided by Inland to the Shareholder set forth on Schedule 2.6. 2.6.3 The Shareholder acknowledges and understands that the Inland Common received by the Shareholder pursuant to the Merger has not been registered under the Securities Act and constitutes "restricted securities" under Rule 144(d) of the Securities Act, and will be issued in reliance on the exemptions for non-public offerings provided by Section 4(2) of the Securities Act, which exemption depends upon, among other things, the representations made and information furnished by the Shareholder, including the bona fide nature of the Shareholder's investment intent as expressed herein. The Shareholder also understands that Inland is acquiring relying upon the BRI Partnership Units truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Shareholder set forth herein in order to determine the applicability of such exemptions and the suitability of the Shareholder to acquire the Inland Common. 2.6.4 The Shareholder acknowledges that the shares of Inland Common issued in connection with the Merger may not be resold publicly for a period of one year under Rule 144 unless the shares are registered with the SEC. The Shareholder accepts the risks of holding such shares indefinitely and the other risks set forth in the Exchange Act Reports. The Shareholder, together with his advisors, is capable of assessing the risks of an investment in Inland Common and is fully aware of the economic risks thereof. The Shareholder acknowledges that Inland's operating results have in the past and may in the current period and in future periods not meet the expectations of securities analysts and that failure to meet such expectations would be likely to have a Material Adverse Effect on the trading price of Inland Common. 2.6.5 The Shareholder is receiving the shares of Inland Common in the Merger for investment only for such Shareholder's own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act, and the Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same within the meaning of the Securities Act. By executing this Agreement, the Shareholder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person with respect to any of the shares of the Inland Common. The Shareholder has no current plan or intention to engage in a sale, exchange, transfer, distribution, redemption or reduction in any way of the Shareholder's risk of ownership by short sale or otherwise, or other disposition, directly or indirectly, of any of the Inland Common to be received by it for Shareholder in the Merger. 2.6.6 The Shareholder recognizes that Inland has made available to him the opportunity to examine such additional documents from Inland and to ask questions of, and receive full answers from, Inland concerning, among other things, Inland, its own account financial condition, its management, its prior activities and not any other information which the Shareholder considers relevant or appropriate in connection with any view to entering into this Agreement. The Shareholder further represents that the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933oral information provided by Inland's management, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance if any, has been consistent with the registration requirements or exemption provisions of any applicable securities laws information set forth in the Exchange Act Reports. The Shareholder represents that it has had an opportunity to ask questions and in accordance with receive answers from Inland regarding the terms of the BRI Partnership Agreement Merger in which the Inland Common will be issued and that he has received the Registration Rights Agreementinformation he requested regarding the business and affairs of Inland. 2.6.7 The Shareholder acknowledges that he (ba) Such Transferor Partner understands that the BRI Partnership Units is able to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units Shareholder's investment, (and the shares of common stock issued upon exchange of the BRI Partnership Unitsb) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of hold the investment in the BRI Partnership and BRI Inland Common for an indefinite period of time, including the risk of (c) can afford a complete loss of its the his investment in the BRI Partnership Units Inland Common; (or shares d) has adequate means of common stock issued upon exchange of the BRI Partnership Units)providing for his current needs and possible personal contingencies and has no need for liquidity in this investment, and (iie) it has such knowledge and experience in financial and or business matters sufficient to evaluate that he is capable of evaluating the merits and risks of the investment in the BRI Partnership Units and BRIInland Common. 2.6.8 Without in any way limiting the representations set forth above, and (iii) it has consulted with its own separate counsel and tax advisor, the Shareholder further agrees not to the extent deemed necessary by it, as to make any disposition of all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation portion of the application of the various United States Inland Common or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges unless and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership.until: (da) Such Transferor Partner There is an "accredited investor" within the meaning of Rule 501(a) promulgated then in effect a registration statement under the Act. (e) Such Transferor Partner understands that an investment Securities Act covering such proposed disposition and such disposition is made in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection accordance with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that:such registration statement; or (i) The Shareholder shall have notified Inland of the BRI Partnership Units proposed disposition and shall have furnished Inland with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if requested by Inland, the Shareholder shall have furnished Inland with an opinion of counsel, reasonably satisfactory to be acquired by it hereunder Inland, that such disposition will not be registered require registration of such shares under the Act Securities Act. 2.6.9 The Shareholder represents that at no time was he presented with or solicited by any general mailing, leaflet, public promotional meeting, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or general solicitation in reliance upon connection with the exemption afforded by Section 4Merger. 2.6.10 The Shareholder acknowledges that the certificates representing the Inland Common shall contain the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY OTHER SECURITIES LAW; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACT AND ANY APPLICABLE SECURITIES LAWS, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND INLAND ENTERTAINMENT CORPORATION ("INLAND") SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF THE EXEMPTION REASONABLY SATISFACTORY TO INLAND (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INLAND)." 2.6.11 All information that Shareholder provides to Inland hereunder concerning such Shareholder's financial position and knowledge of financial and business matters is correct and complete as of the date set forth above.

Investment Representations and Warranties. Each Transferor Partner for itself, severally Investor further represents and not jointly, represents, warrants, acknowledges and agrees as followswarrants that: (a) Such Transferor Partner Investment Experience. The Investor represents that Investor is acquiring an "accredited investor" as defined in Regulation D promulgated by the BRI Partnership Units for investment only Securities and Exchange Commission and is experienced in evaluating and extending financing to companies such as the Company, has such knowledge and experience in financial and business matters as to be received by it for its own account capable of evaluating the merits and not risks of the investment, and has the ability to bear the economic risks of the investment and to make an informed investment decision with any view respect thereto. The Investor further represents that Investor has had, during the course of the transaction and prior to the sale or distribution purchase of the same Units, the opportunity to ask questions of and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any part information furnished to or to which Investor had access. (b) Acquisition for Investment for Investor's Own Account. This Agreement is made with the Investor in reliance upon Investor's representation to the Company, which by its acceptance hereof the Investor hereby confirms and which by acceptance of any of the Securities, the Holder thereof in violation of shall also confirm, that the Units are being and the Common Stock will be, unless such securities have been registered pursuant to the Securities Act of 1933, as amended (the "1933 Act") ), and it will applicable state blue sky laws, acquired for investment for Investor's own account, not sell as a nominee or otherwise dispose of such BRI Partnership Units except in compliance agent and not with a view to the registration requirements sale or exemption provisions distribution of any applicable securities laws and in accordance with the terms part thereof. Any resales of the BRI Partnership Agreement and Securities will be in conformity with applicable law. By executing this Agreement, Investor further represents that Investor does not have any contract, undertaking, agreement, or arrangement with any person in violation of any federal or state law to sell, transfer, or grant participations to such person, or to any third person, with respect to the Registration Rights Agreement. (b) Such Transferor Partner understands Securities. Investor realizes that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, basis for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the 1933 Act relied upon by the Company in connection with the Offering, may not be present if, notwithstanding such representation, the Investor has in mind merely acquiring the Securities for a fixed or determinable period and any applicable Blue Sky Lawsselling them in the future, and that, accordingly, Investor hereby confirms the absence of any such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnershipintention. (dc) Such Transferor Partner is an "accredited investor" within Transfer or Disposition of Securities. The Investor understands that the meaning Securities may not be sold, transferred, or otherwise disposed of Rule 501(a) promulgated without registration under the 1933 Act. (e) Such Transferor Partner understands , and that an investment in the BRI Partnership and BRI involves substantial risksabsence of an effective registration statement, such securities must be held indefinitely. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated herebyThe Investor represents that, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership absence of an effective registration statement, it will sell, transfer, or otherwise dispose of such securities only in a manner consistent with the representations set forth herein and BRI, including, without limitation, in accordance with the Private Placement Memorandum provisions of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfactionthis Agreement. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner 3.1 The Purchaser is acquiring the BRI Partnership Units pursuant to this Agreement for the Purchaser’s own account, for investment only to be received by it for its own account and not with any a view to the sale or distribution thereof, nor with any present intention of distributing the same or any part thereof in violation of same. 3.2 The Purchaser understands that the Units have not been registered under the Securities Act of 1933, as amended (the "“Securities Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner understands that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Act”), or the securities laws of any state ("Blue Sky Laws") by reason of its issuance in a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is transaction exempt from the registration requirements of the Securities Act and any applicable Blue Sky Laws, that the Units hereby subscribed for and that, accordingly, such Transferor Partner purchased must bear be held indefinitely unless a subsequent disposition thereof is registered under the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, Securities Act or is exempt from registration. 3.3 The Purchaser represents and agrees that (i) its economic circumstances are such that it is able to bear all risks an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRISecurities Act, and (iii) it has consulted with its own separate counsel and tax advisor, acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "“accredited investor" investors” within the meaning of Rule Section 501(a) promulgated of Regulation D under the ActSecurities Act or similar exemptions under state law. 3.4 The Purchaser has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else any of the Units the Purchaser hereby subscribes for and is purchasing (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement or any part thereof), and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and Purchaser has had the opportunity to review all documents and information relevant to its decision no present plans to enter into this Agreement and to invest in the BRI Partnership and BRIany such contract, includingundertaking, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfactionagreement or arrangement. (f) Such Transferor Partner 3.5 The Purchaser acknowledges and agrees that: (i) that the BRI Partnership Units to be acquired purchased by it hereunder will pursuant to this Agreement are subject to restrictions on transfer under the Securities Act and applicable state securities laws and may not be registered under resold in violation thereof. The Company shall make a notation regarding the restrictions on transfer of the Units issued pursuant to this Agreement in its books, and such Units shall be transferred on the books of the Company only pursuant to and in compliance with the provisions of the Securities Act in reliance upon the exemption afforded by Section 4and applicable state securities laws.

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner Party is acquiring the BRI Partnership Units Issuer Common Stock for investment only to be received by it purposes for its his own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreementonly. (b) Such Transferor Partner understands that the BRI Partnership Units Party is financially able to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (Issuer Common Stock, has adequate means for providing for his current needs and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledgespersonal contingencies, represents and agrees that (i) its economic circumstances are has such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate that he is capable of evaluating the merits and risks of the investment in the BRI Partnership Units and BRIIssuer Common Stock, as the case may be, and can afford a complete loss of his investment. (c) Such Party acknowledges that (i) the Issuer Common Stock has not been registered under the Securities Act or qualified under any applicable blue sky laws in reliance, in part, on his representations, warranties, and agreements herein (including the representations and warranties with respect to the bona fide nature of the investment intent); (ii) the Issuer and its board of directors are under no obligation to register or qualify the Issuer Common Stock under the Securities Act or under any state securities law, or to assist such Party in complying with any exemption from registration and qualification; (iii) it has consulted with its own separate counsel the Issuer Common Stock are “restricted securities” under the Securities Act in that the Issuer Common Stock will be acquired from the Issuer in a transaction not involving a public offering, and tax advisorthat the Issuer Common Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Issuer Common Stock or an available exemption from registration under the Securities Act, such securities must be held indefinitely; (iv) there are substantial restrictions on the transferability of the Issuer Common Stock pursuant to the extent deemed necessary by itStockholders Agreement, as that the certificates evidencing the Issuer Common Stock will bear a legend setting forth such restrictions, that there is no public market for the Issuer Common Stock and none is expected to all legal develop, and taxation matters covered by this Agreement that, accordingly, it may not be possible to liquidate his investment in the Issuer; and has not relied upon (v) the BRI Partnership or Issuer Common Stock are speculative investments which involve a substantial degree of risk of loss of an entire investment in the Transferor AgentIssuer, its affiliates or its other legal counsel and advisors for any explanation he understands and takes full cognizance of the application risks related to the purchase of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI PartnershipIssuer Common Stock. (d) Such Transferor Partner is Party has been provided an "accredited investor" within opportunity for a reasonable time prior to the meaning date hereof to obtain information concerning the offering of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in Issuer Common Stock, the BRI Partnership Issuer and BRI involves substantial risksall other information to the extent the Issuer possesses such information or can acquire it without unreasonable effort or expense. Such Transferor Partner acknowledges that it Party has (i) been given full and complete access the opportunity for a reasonable time prior to the BRI Partnership date hereof to ask questions of, and receive answers from, the Issuer or its management representatives concerning the terms and conditions of the offering of the Issuer Common Stock and other matters pertaining to this investment. Such Party has not been furnished with any representation, oral or otherwise, or information, oral or otherwise, in connection with this Agreement the offering of the Issuer Common Stock other than the Issuer’s express representations and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to datewarranties set forth herein, and has had such Party is not relying on the opportunity Issuer or its Affiliates with respect to review all documents and information relevant to its decision to enter into economic considerations involved in this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfactioninvestment. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is The Grantor will be acquiring the BRI Partnership Units for investment only to be received by it Shares for its own account and not with any the view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "“Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement”). (b) Such Transferor Partner The Grantor understands and acknowledges that the BRI Partnership Units Shares to be issued to each Transferor Partner the Grantor will not be registered under the Act, Act or the securities laws of any state ("“Blue Sky Laws"”) by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's Optionee’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor PartnerGrantor. (c) Such Transferor Partner acknowledges and agrees The Grantor understands that, for the reasons set forth in Sections 5.35(a) and paragraph (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) Shares may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner Grantor except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) Shares may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, Optionee receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) Optionee to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws. Accordingly, and that, accordingly, such Transferor Partner Grantor understands that it must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) Shares for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner Each of the holders of capital stock of the Grantor is an "“accredited investor" ” within the meaning of Rule 501(a) promulgated under the Act.; (e) Such Transferor Partner The Grantor understands that an investment in the BRI Partnership and BRI Optionee involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and Grantor has had the opportunity to review all documents and information relevant to which it has requested concerning its decision to enter into this Agreement and to invest investment in the BRI Partnership Optionee and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its proposed management concerning its investment in of the BRI Partnership and the transactions contemplated herebyOptionee, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) The Grantor understands that the BRI Partnership Units Shares will bear a legend substantially to be acquired the effect of the following: “The securities represented by it hereunder will this certificate have not be been registered under the Securities Act of 1933, as amended (the “Act”), or the securities laws of any state. The securities may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Act and under any applicable state securities laws, receipt of a no-action letter issued by the Securities and Exchange Commission (together with either registration or an exemption under applicable state securities laws) or an opinion of counsel acceptable to the Optionee that the proposed transaction will be exempt from registration under the Act and applicable state securities laws.” and that the Optionee reserves the right to place a stop order against the transfer of the Shares, and to refuse to effect any transfers thereof, in reliance upon the exemption afforded by Section 4absence of satisfying the conditions contained in the foregoing legend.

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received by it for Each Seller Party or its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance representatives are sophisticated investors familiar with the registration requirements or exemption provisions types of any applicable risks inherent in the acquisition of securities laws such as the Xcel Shares and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner understands that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Actthat, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption its or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has representatives knowledge and experience in financial and business matters sufficient to evaluate in general, and investments of this type in particular, it or its representatives are capable or evaluating the merits and risks of an investment in the BRI Partnership Units Xcel Shares. (b) Each Seller Party understands that Xcel has determined that the exemption from the registration provisions of the Securities Act for transactions not involving a public offering is applicable to the issue and BRIsale of the Closing Shares and the Earn-Out Shares (if applicable), based, in part, upon the representations, warranties and agreements made by the Seller Parties herein. (c) Each Seller Party understands that (A) none of the Closing Shares or the Earn-Out Shares (if applicable) have been registered under the Securities Act or the securities laws of any state, based upon an exemption from such registration requirements for non-public offerings pursuant to Regulation D under the Securities Act; (B) the Closing Shares and the Earn-Out Shares (if applicable), are and will be “restricted securities”, as said term is defined in Rule 144 of the rules and regulations promulgated under the Securities Act; (C) none of the Closing Shares or the Earn-Out Shares (if applicable) may be sold or otherwise transferred unless they have been first registered under the Securities Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer; (D) Xcel is under no obligation to register the Closing Shares or the Earn-Out Shares (if applicable) under the Securities Act or any state securities laws, or to take any action to make any exemption from any such registration provisions available; (E) the certificates for the Closing Shares and the Earn-Out Shares (if applicable) will bear a legend to the effect that the transfer of the securities represented thereby is subject to the provisions hereof; and (iiiF) it has consulted with its own separate no Seller Party will sell or otherwise transfer any of the Closing Shares or the Earn-Out Shares (if applicable) or any interest therein, unless and until: (i) said securities shall have first been registered under the Securities Act and all applicable state securities laws; or (ii) the Seller Parties shall have first delivered to Xcel a written opinion of counsel (which counsel and tax advisoropinion (in form and substance) shall be satisfactory to Xcel), to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon effect that the BRI Partnership proposed sale or transfer is exempt from the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation registration provisions of the application of the various United States or Securities Act and all applicable state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnershiplaws. (d) Such Transferor Partner Each Seller Party is an "“accredited investor" within ,” as such term is defined in Regulation D of the meaning of Rule 501(a) rules and regulations promulgated under the Securities Act. (e) Such Transferor Partner understands that an Each Seller Party is acquiring the Closing Shares and, if applicable, the Earn-Out Shares, for its own account and for the purpose of investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management not with a view to, or for resale in connection with this Agreement and with, any distribution within the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions meaning of the BRI Partnership and BRI and its management concerning its investment Securities Act in violation of the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfactionSecurities Act. (f) Such Transferor Partner acknowledges Each Seller Party has been given access to and agrees that: (i) the BRI Partnership Units an opportunity to examine such documents, materials and information concerning Xcel as such Seller Party deems to be acquired by it hereunder will not be registered under necessary or advisable in order to reach and informed decision as to an investment in the Act in reliance upon Closing Shares and, if applicable, the exemption afforded by Section 4Earn-Out Shares.

Investment Representations and Warranties. (i) Each Transferor Partner for itselfOwner and each Beneficial Owner is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act. Each Owner understands the risks of, severally and not jointlyother considerations relating to, representsthe acquisition of the Units. Each Owner and Beneficial Owner by reason of its business and financial experience (together with the business and financial experience of those persons, warrantsif any, acknowledges and agrees as follows: (a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received retained by it for to represent or advise it with respect to its investment in the Units) (A) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type, (B) is capable of evaluating the merits and risks of an investment in Company and its subsidiaries and Operating Partnership and of making an informed investment decision, (C) is capable of protecting its own account interest or has engaged representatives or advisors to assist it in protecting its interests and not with any view to (D) is capable of bearing the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose economic risk of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreementinvestment. (bii) Such Transferor Partner understands that the BRI Partnership The Units to be issued to each Transferor Partner Beneficial Owner will be acquired for its own account for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein. (iii) Each Owner acknowledges (for itself and for its Beneficial Owners) that (A) the Units to be issued have not been registered under the Act, Securities Act or the state securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Securities Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's state securities laws, (B) Company’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of Owner contained in this Agreement, (C) such Transferor Partner. Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws (cunless an exemption from registration is available), (D) Such Transferor Partner acknowledges and agrees thatthere is no public market for such Units, for the reasons set forth in Sections 5.35(a) and (bE) above, the BRI Partnership Company has no obligation or intention to register such Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement for resale under the Securities Act and or any applicable Blue Sky Laws, (ii) pursuant state securities laws or to a no-take any action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an would make available any exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of such laws. Owner by this Agreement acknowledges (for itself and for each Beneficial Owner) that because of the Act restrictions on transfer or assignment of such Units to be issued hereunder (such restrictions on transfer or assignment being set forth in this Agreement and any applicable Blue Sky Lawsthe Operating Partnership Agreement), and that, accordingly, such Transferor Partner must each Beneficial Owner may have to bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership commitment evidenced by this Agreement and BRI any Units acquired by this Agreement for an indefinite period of time, including although (x) the risk Units may be redeemed at the request of the holder thereof for cash or (at the option of the general partner of Operating Partnership) for Common Stock of Company pursuant to the terms of the Operating Partnership Agreement and (y) Company and Beneficial Owner will execute and deliver a complete loss of its investment Registration Rights Agreement in the BRI Partnership Units form attached to this Agreement as Exhibit U. The address set forth for each Owner and Beneficial Owner in this Agreement is the address of such Person’s principal place of business or residence, as applicable, and such Person has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which principal place of business or residence, as applicable, is sited. (iv) Each Owner and Beneficial Owner has received and reviewed or shares of common stock issued upon exchange of has been given the BRI Partnership Units)opportunity to receive and review (A) the Company SEC Reports, (iiB) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Operating Partnership Units and BRI, Agreement and (iiiC) Company’s Organizational Documents prior to executing this Agreement. Each Owner acknowledges (for itself and for each Beneficial Owner) that it has consulted is satisfied with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents information that it has made its own independent investigation of the BRI Partnership received. Each Owner and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and each Beneficial Owner has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the an opportunity to ask questions of and receive information and answers from Company concerning Company, Operating Partnership, the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership Units and the transactions contemplated herebyCommon Stock of Company into which the Units may be redeemed and to assess and evaluate any information supplied to such Person by Company, which and all such questions were have been answered and all such information has been provided to its satisfactionthe full satisfaction of such Person. (fv) Such Transferor Partner acknowledges No Owner and agrees that:no Beneficial Owner (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly, or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the By-laws of the NASD) any member firm of the NASD. (i) Owners Are Not “Foreign Persons.” Owners and Beneficial Owners are not “foreign persons” within the BRI Partnership Units to be acquired by it hereunder will meaning of Section 1445 of the Code (i.e., Owner is not be registered under a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person as those terms are defined in the Act in reliance upon the exemption afforded by Section 4Code and regulations promulgated thereunder).

Investment Representations and Warranties. Each The Transferor Partner for itself, severally and not jointly, Corporation represents, warrants, acknowledges and agrees as follows: (a) Such The Transferor Partner Corporation is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such The Transferor Partner Corporation understands that the BRI Partnership Units to be issued to each Transferor Partner it will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such the Transferor PartnerCorporation. (c) Such The Transferor Partner Corporation acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such the Transferor Partner Corporation except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such the Transferor Partner Corporation must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such The Transferor Partner Corporation acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such The Transferor Partner Corporation further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such The Transferor Partner Corporation is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such The Transferor Partner Corporation understands that an investment in the BRI Partnership and BRI involves substantial risks. Such The Transferor Partner Corporation acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such The Transferor Partner Corporation acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner for itself(i) The Grantor, severally by reason of its business and not jointlyfinancial experience, representstogether with the business and financial experience of those persons, warrantsif any, acknowledges and agrees as follows:retained by it to represent or advise it with respect to its investment in OP Units, (aA) Such Transferor Partner has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is acquiring capable of evaluating the BRI Partnership Units for merits and risks of and of making an informed investment only decision with respect to be received by it for an investment in OP Units, (B) is capable of protecting its own account and not with any view interest or has engaged representatives or advisors to assist it in protecting its interests and (C) is capable of bearing the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose economic risk of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreementinvestment. (bii) Such Transferor Partner The Grantor is an "accredited investor" as defined in Rule 501 of the regulations promulgated under the Securities Act. (i) The Grantor understands that an investment in the BRI Operating Partnership involves substantial risks. (ii) The Grantor has been given the opportunity to make a thorough investigation of the proposed activities of the Operating Partnership and has been furnished with materials relating to the Operating Partnership and its proposed activities. (iii) The Grantor has been afforded the opportunity to obtain any additional information requested by it. (iv) The Grantor has had an opportunity to ask questions of and receive answers from representatives of the Operating Partnership concerning the Operating Partnership and its proposed activities and the terms and conditions of an investment in OP Units. (i) The OP Units to be issued to each Transferor Partner the Grantor at the Closing will be acquired by the Grantor for its own account, for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein. (ii) The Grantor was not formed for the specific purpose of acquiring an interest in the Operating Partnership. (i) The Grantor acknowledges that 8 9 (A) the OP Units to be issued to the Grantor at the Closing have not been registered under the Act, Securities Act or the state securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Securities Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard and, if such OP Units are represented by certificates, such certificates will bear a legend to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4such effect,

Investment Representations and Warranties. Each Transferor Partner Member for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner Member is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner Member understands that the BRI Partnership Units to be issued to each Transferor Partner Member will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor PartnerMember. (c) Such Transferor Partner Member acknowledges and agrees that, for the reasons set forth in Sections 5.35(a5.34(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner Member except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner Member must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner Member acknowledges, represents and agrees that that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor AgentPartnership, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner Member further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner Member is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner Member understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner Member acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner Member acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (ai) Such Transferor Partner is Owner will be acquiring the BRI Partnership Units for investment only to be received by it him for its his own account and not with any the view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement.); (bii) Such Transferor Partner Owner understands that the BRI Partnership Units (or shares of common stock of the REIT (the "Common Stock") issued upon exchange of the Units) to be issued to each Transferor Partner the Owner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRIthe REIT's and that the BRI Operating Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner.Owner; (ciii) Such Transferor Partner acknowledges and agrees Owner understands that, for the reasons set forth in Sections 5.35(a) and subparagraph (bii) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner Owner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission (the "SEC") to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock Common Stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Operating Partnership or BRIthe REIT, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Operating Partnership and BRI) or the REIT, as the case may be, to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner Owner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock Common Stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership.; (div) Such Transferor Partner is Owner will be at Closing an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act.Act (the standards for being "Accredited Investor" will vary depending upon the legal form of the Owner, but Accredited Investor includes, for individuals, any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of the purchase exceeds $1,000,000 or who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year); (ev) Such Transferor Partner Owner understands that an investment in the BRI Operating Partnership and BRI the REIT involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full ; and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and such Owner has had the opportunity to review all documents and information relevant to which it has requested concerning its decision to enter into this Agreement and to invest investment in the BRI Operating Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") REIT and (iii) has had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in of the BRI Operating Partnership and the transactions contemplated herebyREIT, which questions questions, if any, were answered to its satisfaction; and (vi) Such Owner understands that any document that evidences the Units (and any unregistered shares of Common Stock issued upon exchange of the Units) will bear a legend substantially to the effect of the following: The securities represented by this document have not been registered under the Securities Act of 1933, as amended (the "Act"), or the securities laws of any state. The securities may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Act and under any applicable state securities laws, receipt of a no-action letter issued by the Securities and Exchange Commission (together with either registration or an exemption under applicable state securities laws) or an opinion of counsel acceptable to the Operating Partnership FAC Limited Partnership that the proposed transaction will be exempt from registration under the Act and applicable state securities laws. and that the Operating Partnership or the REIT, as the case may be, reserves the right to place a stop order against the transfer of the Units (and any unregistered shares of Common Stock issued upon exchange of the Units), and to refuse to effect any transfers thereof, in the absence of satisfying the conditions contained in the foregoing legend. (fvii) Such Transferor Partner acknowledges The address set forth under such Owner's name in Schedule A is the address of the Owner's principal residence or principal place of business, and agrees that:such Owner has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such principal residence or principal place of business is situated. (iviii) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance The Owners acknowledge and agree that they have consulted their own corporate and tax advisors and have made their investment decisions based upon the exemption afforded advice of their own consultants and advisors, and that the number of units to which any Owner is entitled hereunder shall be determined with reference to Schedule B irrespective of any tax consequences of the transactions contemplated by Section 4this Agreement or otherwise or the falsity or unreliability of any assumptions made by such Owner or anyone else, for tax purposes or otherwise, with respect to the valuation or worth of the Units or the Interests.

Investment Representations and Warranties. Each Transferor Partner By delivering a Notice of Exchange, each Exchanging Member will make the representations, warranties and certifications set forth in the Notice of Exchange and will be deemed to represent and warrant to CharterMac, CM ARCap Investors LLC and the Company that such Exchanging Member is aware of CM ARCap Investors LLC's option to exchange such Exchanging Member's Special Common Interests for itself, severally CharterMac Common Shares pursuant to Section 2.1.B hereof and not jointly, represents, warrants, acknowledges and agrees as followsthat: (a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be Exchanging Member has received by it for its own account and not with any view to the sale or distribution reviewed copies of the same or any part thereof in violation of the Securities Act of 1933, as amended all reports and other filings (the "ActSEC Reports") ), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance Current Reports on Form 8-K, made by CharterMac with the registration requirements or exemption provisions SEC pursuant to the Securities Exchange Act of any applicable securities laws 1934, as amended, and the rules and regulations thereunder, as the Exchanging Member has deemed relevant in accordance connection with the terms exercise of the BRI Partnership Agreement Exchange Right and understands the Registration Rights Agreementrisks of, and other considerations relating to, an investment in CharterMac Common Shares. (b) Such Transferor Partner Exchanging Member, by reason of its business and financial experience, together with the business and financial experience of those Persons, if any, retained by it to represent or advise it with respect to its investment in CharterMac Common Shares, (i) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of, and of making an informed investment decision with respect to, an investment in CharterMac Common Shares; (ii) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests; and (iii) is capable of bearing the economic risk of such investment. (c) Such Exchanging Member is an "accredited investor" as defined in Rule 501 of the regulations promulgated under the Securities Act; provided, however, that if such Exchanging Member notifies the Company that it is not an "accredited investor" at the time it delivers a Notice of Exchange, the Company shall either pay the Cash Amount or, at its expense, cause the registration of the issuance of the CharterMac Common Shares to such Exchanging Member in the amount of the Common Share Amount payable to such Exchanging Member. (d) If such Exchanging Member has retained or retains a Person to represent or advise it with respect to its investment in CharterMac Common Shares, such Exchanging Member will advise CM ARCap Investors LLC and CharterMac of such retention and, at CM ARCap Investors LLC's or CharterMac's request, such Exchanging Member shall, prior to or at delivery of the CharterMac Common Shares hereunder, (i) acknowledge in writing such representation; and (ii) cause such representative or advisor to deliver a certificate to CM ARCap Investors LLC and CharterMac containing such representations as may be reasonably requested by CM ARCap Investors LLC and CharterMac. (e) Such Exchanging Member understands that an investment in CharterMac involves substantial risks. (f) Such Exchanging Member has been given the BRI Partnership Units opportunity to make a thorough investigation of the activities of CharterMac and has been furnished with materials relating to CharterMac and its activities, including, without limitation, the SEC Reports which it has requested. (g) Such Exchanging Member has relied and is making its investment decision based upon the SEC Reports and other written information provided to the Exchanging Member by or on behalf of CharterMac and, where applicable, such Exchanging Member's position as a director or executive officer of the Company or CM ARCap Investors LLC. (h) The CharterMac Common Shares to be issued to each Transferor Partner such Exchanging Member hereunder will be acquired by such Exchanging Member for its own account, for investment only and not with a view to, or with any intention of, a distribution in violation of the Securities Act. (i) Such Exchanging Member was not formed for the specific purpose of acquiring an interest in CharterMac. (j) Such Exchanging Member acknowledges that: (i) the CharterMac Common Shares to be issued to such Exchanging Member hereunder have not been registered under the Act, Securities Act or the state securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Securities Act and applicable Blue Sky Laws and that BRIstate securities laws and, the certificates representing such CharterMac Common Shares will bear a legend to such effect, unless the CharterMac Common Shares are subsequently registered in accordance with Section 3.3(j)(v); (ii) CharterMac's and the BRI PartnershipCompany's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner.Exchanging Member contained herein; (ciii) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock CharterMac Common Shares to be issued upon exchange of the BRI Partnership Units) to such Exchanging Member hereunder may not be offered, sold, transferred, pledgedresold or otherwise distributed unless registered under the Securities Act and applicable state securities laws, or otherwise disposed of by unless an exemption from registration is available; (iv) there may be no market for unregistered CharterMac Common Shares; and (v) CharterMac has no obligation or intention to register such Transferor Partner except (i) pursuant to an effective registration statement CharterMac Common Shares under the Securities Act and or any applicable Blue Sky Laws, (ii) pursuant state securities laws or to a no-take any action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an would make available any exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of such laws, except as may be provided in the Act Registration Rights Agreement entered into by CharterMac and any applicable Blue Sky Laws, and that, accordinglythe Exchanging Members (the "Registration Rights Agreement"). (k) Such Exchanging Member acknowledges that because of the restrictions on transfer or assignment of such CharterMac Common Shares to be issued hereunder, such Transferor Partner must Exchanging Member may have to bear the economic risk of an its investment in the BRI Partnership Units (and the shares of common stock CharterMac Common Shares issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI hereunder for an indefinite period of time, including although the risk holder of a complete loss of its investment in any such CharterMac Common Shares will be afforded certain rights to have such CharterMac Common Shares registered under the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge Securities Act and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or applicable state securities laws or tax laws with regard pursuant to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI PartnershipRegistration Rights Agreement. (dl) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated The address set forth under the Act. (e) Such Transferor Partner understands that an investment such Exchanging Member's name in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to Notice of Exchange is the BRI Partnership and its management in connection with this Agreement and address of the transactions contemplated herebyExchanging Member's principal place of business or, (ii) received and read if a natural person, the BRI Partnership Agreement, as amended to dateaddress of the Exchanging Member's residence, and such Exchanging Member has had no present intention of becoming a resident of any country, state or jurisdiction other than the opportunity to review all documents country and information relevant to its decision to enter into this Agreement and to invest state in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum which such principal place of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfactionbusiness or residence is situated. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner for itself, severally Contributor represents and not jointly, represents, warrants, acknowledges and agrees warrants as follows: (a) Such Transferor Partner It is acquiring an "accredited investor" within the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution meaning of the same or any part thereof in violation of Rule 501(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). It understands the risks of, and other considerations relating to, the purchase of the OP Units. It, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in the OP Units, (i) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it will not sell is capable of evaluating the merits and risks of an investment in Beacon and of making an informed investment decision, (ii) is capable of protecting its own interest or otherwise dispose has engaged representatives or advisors to assist it in protecting its interests and (iii) is capable of bearing the economic risk of such BRI Partnership investment. (b) The OP Units except to be issued to Contributor will be acquired by Contributor for its own account for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in compliance with whole or in part, or the registration requirements or exemption provisions grant of any applicable securities laws and in accordance with participation therein although (x) under the terms of the BRI Partnership Agreement, the OP Units may be redeemed at the request of the holder thereof at any time following the expiration of the period described in SUBSECTION 9.3.4 of this Agreement for cash or (at the option of the Company) for common stock of the Company and (y) the holder of any such common stock issued upon presentation of OP Units for redemption will be afforded certain rights to have either the issuance or resale of such common stock registered under the Securities Act or applicable state securities laws under the Registration Rights Agreement. (bc) Such Transferor Partner understands Contributor acknowledges that (i) the BRI Partnership OP Units to be issued to each Transferor Partner will it have not be been registered under the Act, Securities Act or the state securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Securities Act and applicable Blue Sky Laws and that BRI's and the BRI Partnershipstate securities laws, (ii) Beacon's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees thatContributor contained herein, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon such OP Units, therefore, cannot be resold unless registered under the BRI Partnership Securities Act and applicable state securities laws, or BRIunless an exemption from registration is available, as (iv) there is no public market for such OP Units, and (v) Beacon has no obligation or intention to register such OP Units for resale under the case may be, receiving an opinion of counsel knowledgeable in Securities Act or any state securities law matters (and which opinion and counsel shall be reasonably acceptable laws or to both the BRI Partnership and BRI) to the effect take any action that the proposed transfer is exempt would make available any exemption from the registration requirements of such laws. Contributor hereby acknowledges that because of the Act restrictions on transfer or assignment of such OP Units to be issued hereunder which are set forth in this Agreement and any applicable Blue Sky Laws, and that, accordinglyin the Partnership Agreement, such Transferor Partner must person may have to bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership commitment evidenced by this Agreement and BRI any OP Units obtained hereunder for an indefinite period of time, including although (x) under the risk terms of a complete loss the Partnership Agreement, OP Units may be redeemed at the request of its investment the holder thereof at any time following the expiration of the period described in SUBSECTION 9.3.4 of this Agreement for cash or (at the BRI Partnership Units option of the Company) for common stock of the Company and (or shares y) the holder of any such common stock issued upon exchange a presentation of OP Units for redemption will be afforded certain rights to have the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate issuance or subsequent resale of such common stock registered under the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership Securities Act or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or applicable state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the ActRegistration Rights Agreement. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner Each of Kealine and Primoris (each an “Investing Seller”) is acquiring the BRI Partnership Kealine-Primoris Class A Units for investment only to be received by it purposes for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreementonly. (b) Such Transferor Partner understands that the BRI Partnership Units Each Investing Seller is financially able to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Kealine-Primoris Class A Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are has such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate that it is capable of evaluating the merits and risks of the investment in the BRI Partnership Units and BRICompany Issuer, and can afford a complete loss of its investment. (c) Each Investing Seller acknowledges that (i) the Kealine-Primoris Class A Units have not been registered under the Securities Act or with any state securities agency or similar Governmental Authority, or qualified under any applicable blue sky Laws, and that the Company Issuer has not undertaken such registration or qualification, in reliance, in part, on its representations, warranties, and agreements in Article IV (including the representations and warranties with respect to the bona fide nature of the investment intent); (ii) the Company Issuer and the Highstar Entities are under no obligation to register or qualify the Kealine-Primoris Class A Units under the Securities Act or under any state securities Law, or to assist Sellers in complying with any exemption from registration and qualification; (iii) it has consulted with its own separate counsel the Kealine-Primoris Class A Units are “restricted securities” under the Securities Act in that the Kealine-Primoris Class A Units will be acquired from the Company Issuer and tax advisorthe Highstar Entities in a transaction not involving a public offering, and that the Kealine-Primoris Class A Units may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Kealine-Primoris Class A Units or an available exemption from registration under the Securities Act, such securities must be held indefinitely; (iv) there are substantial restrictions on the transferability of the Kealine-Primoris Class A Units pursuant to the extent deemed necessary by itCompany Issuer LLC Agreement; (v) there is no public market for the Kealine-Primoris Class A Units and none is expected to develop, as and, accordingly, it may not be possible to all legal liquidate its investment in the Company Issuer; and taxation matters covered by this Agreement (vi) the Kealine-Primoris Class A Units are speculative investments that involve a substantial degree of risk of loss of an entire investment in the Company Issuer, and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel each Investing Seller understands and advisors for any explanation takes full cognizance of the application risks related to the purchase of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnershipsuch interest. (d) Such Transferor Partner is Each Investing Seller has been provided an "accredited investor" within opportunity for a reasonable time prior to the meaning date hereof to obtain information concerning the offering of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in Kealine-Primoris Class A Units, the BRI Partnership Company Issuer, and BRI involves substantial risksall other information to the extent the Company Issuer and the Highstar Entities possess such information or can acquire it without unreasonable effort or expense. Each Investing Seller has been given the opportunity for a reasonable time prior to the date hereof to ask questions of, and receive answers from, the Company Issuer, the Highstar Entities and their representatives concerning the terms and conditions of the offering of the Kealine-Primoris Class A Units and other matters pertaining to this investment. Such Transferor Partner acknowledges that it Investing Seller has (i) not been given full and complete access to the BRI Partnership and its management furnished with any representation, oral or otherwise, or information, oral or otherwise, in connection with this Agreement the offering of the Kealine-Primoris Class A Units other than the Company Issuer’s and the transactions contemplated hereby, (ii) received Highstar Entities’ express representations and read the BRI Partnership Agreement, as amended to datewarranties set forth herein, and has had such Investing Seller is not relying on the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitationCompany Issuer, the Private Placement Memorandum Highstar Entities, their Affiliates or any of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity their representatives with respect to ask questions of the BRI Partnership and BRI and its management concerning its investment economic considerations involved in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfactionthis investment. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner for itself, severally Contributor represents and not jointly, represents, warrants, acknowledges and agrees warrants as follows: (a) Such Transferor Partner It is acquiring an "accredited investor" within the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution meaning of the same or any part thereof in violation Rule 501 promulgated under Regulation D of the Securities Act of 1933, as amended (the "Securities Act"). It understands the risks of, and other considerations relating to, the purchase of the Units. It, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in the Units, has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of an investment in the Operating Partnership and of making an informed investment decision, (ii) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interest and it will not sell or otherwise dispose (iii) is capable of bearing the economic risk of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreementinvestment. (b) Such Transferor Partner understands that the BRI Partnership The Units to be issued to each Transferor Partner it will be acquired by it for its own account for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein. (c) Each Contributor acknowledges that (i) the Units to be issued to it have not been registered under the Act, Securities Act or the state securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Securities Act and applicable Blue Sky Laws and that BRIstate securities laws, (ii) Cornerstone's and the BRI Operating Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees thatit contained herein, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon such Units, therefore, cannot be resold unless registered under the BRI Securities Act and applicable state securities laws, or unless an exemption from registration is available, (iv) there is no public market for such Units, and (v) the Operating Partnership has no obligation or BRI, as intention to register such Units for resale under the case may be, receiving an opinion of counsel knowledgeable in Securities Act or any state securities law matters (and which opinion and counsel shall be reasonably acceptable laws or to both the BRI Partnership and BRI) to the effect take any action that the proposed transfer is exempt would make available any exemption from the registration requirements of such laws. Each Contributor hereby acknowledges that because of the Act restrictions on transfer or assignment of such Units to be issued hereunder which are set forth in this Agreement and any applicable Blue Sky Lawsin the Partnership Agreement, and that, accordingly, such Transferor Partner must it may have to bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership commitment evidenced by this Agreement and BRI any Units purchased hereby for an indefinite period of time, including although (x) under the risk terms of a complete loss the Partnership Agreement, Units may be converted into common stock of its investment in Cornerstone and (y) the BRI Partnership Units (or shares holder of any such common stock issued upon exchange a presentation of Units for conversion will be afforded certain rights to have such common stock registered for resale under the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership Securities Act or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or applicable state securities laws under the Registration Rights Agreement. (d) Contributors are sophisticated investors and their respective decisions to acquire the Units (and upon conversion Cornerstone common stock) are based upon their independent evaluations of publicly available information regarding the financial condition, operations, properties and prospects of Cornerstone, and other facts that Contributors deem material to Contributors' decision. Contributors have not relied in entering into this Agreement upon any oral or tax laws written information from Cornerstone, or any of its respective employees, affiliates, agents or representatives, other than the representations and warranties of Cornerstone contained herein and Cornerstone's periodic public filings with regard the Securities Exchange Commission. Contributors have conducted such due diligence and analysis as Contributors deemed necessary, proper or appropriate in order to make a complete informed decision with respect to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents Contributors acknowledge that it has made its own independent investigation the Units may have limited or no liquidity until converted to shares of the BRI Partnership and the business conducted or proposed to be conducted by the BRI PartnershipCornerstone common stock. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. (i) Each Transferor Partner for itselfOwner and each Beneficial Owner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Securities Act. Each Owner understands the risks of, severally and not jointlyother considerations relating to, representsthe acquisition of the Units. Each Owner and Beneficial Owner by reason of its business and financial experience (together with the business and financial experience of those persons, warrantsif any, acknowledges and agrees as follows: (a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received retained by it for to represent or advise it with respect to its investment in the Units) (A) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type, (B) is capable of evaluating the merits and risks of an investment in Company and its subsidiaries and Operating Partnership and of making an informed investment decision, (C) is capable of protecting its own account interest or has engaged representatives or advisors to assist it in protecting its interests and not with any view to (D) is capable of bearing the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose economic risk of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreementinvestment. (bii) Such Transferor Partner understands that the BRI Partnership The Units to be issued to each Transferor Partner Beneficial Owner will be acquired for its own account for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein. (iii) Each Owner acknowledges (for itself and for its Beneficial Owners) that (A) the Units to be issued have not been registered under the Act, Securities Act or the state securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Securities Act and applicable Blue Sky Laws and that BRI's and the BRI Partnershipstate securities laws, (B) Company's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of Owner contained in this Agreement, (C) such Transferor Partner. Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws (cunless an exemption from registration is available), (D) Such Transferor Partner acknowledges and agrees thatthere is no public market for such Units, for the reasons set forth in Sections 5.35(a) and (bE) above, the BRI Partnership Company has no obligation or intention to register such Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement for resale under the Securities Act and or any applicable Blue Sky Laws, (ii) pursuant state securities laws or to a no-take any action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an would make available any exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of such laws. Owner by this Agreement acknowledges (for itself and for each Beneficial Owner) that because of the Act restrictions on transfer or assignment of such Units to be issued hereunder (such restrictions on transfer or assignment being set forth in this Agreement and any applicable Blue Sky Lawsthe Operating Partnership Agreement), and that, accordingly, such Transferor Partner must each Beneficial Owner may have to bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership commitment evidenced by this Agreement and BRI any Units acquired by this Agreement for an indefinite period of time, including although (x) the risk Units may be redeemed at the request of the holder thereof for cash or (at the option of the general partner of Operating Partnership) for Common Stock of Company pursuant to the terms of the Operating Partnership Agreement and (y) Company and Beneficial Owner will execute and deliver a complete loss of its investment Registration Rights Agreement in the BRI Partnership Units form attached to this Agreement as Exhibit U. The address set forth for each Owner and Beneficial Owner in this Agreement is the address of such Person's principal place of business or residence, as applicable, and such Person has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which principal place of business or residence, as applicable, is sited. (iv) Each Owner and Beneficial Owner has received and reviewed or shares of common stock issued upon exchange of has been given the BRI Partnership Units)opportunity to receive and review (A) the Company SEC Reports, (iiB) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Operating Partnership Units and BRI, Agreement and (iiiC) Company's Organizational Documents prior to executing this Agreement. Each Owner acknowledges (for itself and for each Beneficial Owner) that it has consulted is satisfied with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents information that it has made its own independent investigation of the BRI Partnership received. Each Owner and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and each Beneficial Owner has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the an opportunity to ask questions of and receive information and answers from Company concerning Company, Operating Partnership, the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership Units and the transactions contemplated herebyCommon Stock of Company into which the Units may be redeemed and to assess and evaluate any information supplied to such Person by Company, which and all such questions were have been answered and all such information has been provided to its satisfactionthe full satisfaction of such Person. (fv) Such Transferor Partner acknowledges No Owner and agrees that: no Beneficial Owner (i) is required to register as a "broker" or "dealer" in accordance with the BRI Partnership Units to be acquired by it hereunder will not be registered under provisions of the Exchange Act in reliance upon or (ii) directly, or indirectly through one or more intermediaries, controls or has any other association with (within the exemption afforded by Section 4meaning of Article I of the By-laws of the NASD) any member firm of the NASD.

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is acquiring The Holder acknowledges that he has been advised by the BRI Partnership Units for investment only to be received by it for its own account Company that this Warrant and the shares of Common Stock (the “Warrant Shares”) issuable upon exercise thereof (collectively the “Securities”) have not with any view to the sale or distribution of the same or any part thereof in violation of been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), or registered or qualified under any state securities or “blue sky” laws, by reason that the Warrant is being issued, and the shares issuable upon exercise of the Warrant will be issued, on the basis of the statutory exemption provided by section 4(2) of the Securities Act relating to transactions by an issuer not involving any public offering, and it will that the Company’s reliance upon this statutory exemption is based in part upon the representations made by the Holder contained herein. The Holder acknowledges that he has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of the Securities shall be valid or effective, and the Company shall not sell be required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of the Securities is registered under the Securities Act, and the Company has no obligations or intention to so register the Securities except as may otherwise dispose of such BRI Partnership Units except in compliance with be provided herein, or (ii) the registration requirements Securities are sold, assigned or exemption provisions of any applicable securities laws and transferred in accordance with all the terms requirements and limitations of Rule 144 under the BRI Partnership Agreement and Securities Act or such sale, assignment, or transfer is otherwise exempt from registration under the Registration Rights AgreementSecurities Act. (b) Such Transferor Partner understands The Holder represents and warrants that he has acquired this Warrant and will acquire the Securities for his own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and that he has no present intention of distributing or selling to others any of such interest or granting any participation therein. The Holder acknowledges that the BRI Partnership Units to Warrant and Warrant Shares must be issued to each Transferor Partner will not be held indefinitely unless a subsequent disposition thereof is registered under the Act, Securities Act or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption registered or exemptions from registration qualified under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a nostate securities or “blue-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (sky” laws or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from registration and/or qualification. The Holder has no need for liquidity in its investment in the registration requirements of the Act and any applicable Blue Sky LawsCompany, and that, accordingly, such Transferor Partner must is able to bear the economic risk of an such investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of afford a complete loss thereof. The Holder is an “accredited investor” as such term is defined in Rule 501 (the provisions of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, which are known to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(aHolder) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is Grantor will be acquiring the BRI Partnership Units for investment only to be received by it him for its his own account and not with any the view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "ActACT") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement). (b) Such Transferor Partner Grantor understands that the BRI Partnership Units (or Shares issued upon exchange of the Units) to be issued to each Transferor Partner the Grantor will not be registered under the Act, or the securities laws of any state ("Blue Sky LawsBLUE SKY LAWS") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRIthe REIT's and the BRI PartnershipOptionee's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor PartnerGrantor. (c) Such Transferor Partner acknowledges and agrees Grantor understands that, for the reasons set forth in Sections 5.35(a) and paragraph (b) above, above the BRI Partnership Units (or shares of common stock Shares issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner Grantor except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock Shares issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership Optionee or BRIthe REIT, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) Optionee or the REIT, as the case may be, to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner Grantor must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock Shares issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner Grantor is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Actact. (e) Such Transferor Partner Grantor understands that an investment in the BRI Partnership Optionee and BRI the REIT involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and Grantor has had the opportunity to review all documents and information relevant to which it has requested concerning its decision to enter into this Agreement and to invest investment in the BRI Partnership Optionee and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") REIT and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its proposed management concerning its investment in of the BRI Partnership Optionee and the transactions contemplated herebyREIT, which questions were answered to its satisfaction. (f) Such Transferor Partner Grantor understands that the Units (and any Shares issued upon exchange of the Units) will bear a legend substantially to the effect of the following: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. The securities may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Act and under any applicable state securities laws, receipt of a no-action letter issued by the Securities and Exchange Commission (together with either registration or an exemption under applicable state securities laws) or an opinion of counsel acceptable to the Optionee that the proposed transaction will be exempt from registration under the Act and applicable state securities laws; and that the Optionee or the REIT, as the case may be, reserve the right to place a stop order against the transfer of the Units (and any Shares issued upon exchange of the Units), and to refuse to effect any transfers thereof, in the absence of satisfying the conditions contained in the foregoing legend. (g) The address set forth under Grantor's name in the opening paragraph of this Agreement is the address of the Grantor's principal residence or principal place of business, and Grantor has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such principal residence or principal place of business is sited. (h) Grantor acknowledges and agrees that: (i) that the BRI Partnership Units issued to be acquired by it hereunder will at Final Closing are subject to the terms and conditions of the Pledge Agreement and may not be registered under otherwise assigned, pledged, sold or otherwise transferred in whole or in part or subjected to any Encumbrance. Any successor or assignee, after the Act Indemnification Period, of Grantor, with respect to the Units will take the Units subject to the registration rights and lock-up agreement referred in reliance upon Section 5.1 and/or the exemption afforded by Section 4partnership agreement of Optionee, as applicable.

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is Stockholder will be acquiring the BRI Partnership Units for investment only shares of Buyer Common Stock to be received by it him in the Merger for its his own account and not with any the view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner Stockholder understands and acknowledges that the BRI Partnership Units shares of Buyer Common Stock to be issued to each Transferor Partner the Stockholder in the Merger will not be registered under any of the Act, or the securities laws of any state ("Blue Sky Laws") Securities Laws by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor PartnerLaws. (c) Such Transferor Partner acknowledges and agrees Stockholder understands that, for the reasons set forth in Sections 5.35(a) and paragraph (b) above, the BRI Partnership Units (or shares of common stock Buyer Common Stock to be issued upon exchange of in the BRI Partnership Units) Merger may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner Stockholder except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Securities Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock Buyer Common Stock to be issued upon exchange of in the BRI Partnership Units) Merger may be made without registration under the Securities Act, together with either registration or an exemption under all other applicable Blue Sky Securities Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, Buyer receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any all applicable Blue Sky Securities Laws, and that, accordingly. Accordingly, such Transferor Partner Stockholder understands that he must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock Buyer Common Stock to be issued upon exchange of in the BRI Partnership Units) Merger for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner Stockholder is an "“accredited investor" ” within the meaning of Rule 501(a) promulgated under the Securities Act. (e) Such Transferor Partner Stockholder understands that an investment the shares of Buyer Common Stock to be issued in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access Merger will bear a legend substantially to the BRI Partnership and its management in connection with effect of the following: “The securities represented by this Agreement and certificate have not been registered under the transactions contemplated hereby, (ii) received and read the BRI Partnership AgreementSecurities Act of 1933, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had “Act”), or the opportunity to ask questions securities laws of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will any state. The securities may not be registered offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Act in reliance upon and under any applicable state securities laws, receipt of a no-action letter issued by the Securities and Exchange Commission (together with either registration or an exemption afforded by Section 4under applicable state securities laws) or an opinion of counsel acceptable to Duke Realty Corporation that the proposed transaction will be exempt from registration under the Act and applicable state securities laws.”

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (ai) Such Transferor Partner is Owner will be acquiring the BRI Partnership Units for investment only to be received by it him for its his own account and not with any the view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement.); (bii) Such Transferor Partner Owner understands that the BRI Partnership Units (or shares of common stock of the REIT (the "Common Stock") issued upon exchange of the Units) to be issued to each Transferor Partner the Owner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRIthe REIT's and the BRI Partnershipthat Carolina's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner.Owner; (ciii) Such Transferor Partner acknowledges and agrees Owner understands that, for the reasons set forth in Sections 5.35(a) and subparagraph (bii) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner Owner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission (the "SEC") to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock Common Stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon Carolina or the BRI Partnership or BRIREIT, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both Carolina or the BRI Partnership and BRI) REIT, as the case may be, to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner Owner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock Common Stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership.; (div) Such Transferor Partner Owner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 Act (the standards for being "PPM") and (iii) had Accredited Investor" will vary depending upon the opportunity to ask questions legal form of the BRI Partnership and BRI and its management concerning its investment Owner, but Accredited Investor includes, for individuals, any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of the purchase exceeds $1,000,000 or who had an individual income in excess of $200,000 in each of the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4two most recent years or

Investment Representations and Warranties. Each Transferor Partner Member for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner Member is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner Member understands that the BRI Partnership Units to be issued to each Transferor Partner Member will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor PartnerMember. (c) Such Transferor Partner Member acknowledges and agrees that, for the reasons set forth in Sections 5.35(a5.34(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner Member except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-no- action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner Member must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner Member acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor AgentPartnership, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner Member further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner Member is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner Member understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner Member acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner Member acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received by it for Seller or its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance representatives are sophisticated investors familiar with the registration requirements or exemption provisions types of any applicable risks inherent in the acquisition of securities laws such as the XCel Shares and in accordance with the terms of the BRI Partnership Agreement Warrants and the Registration Rights Agreement. (b) Such Transferor Partner understands that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Actthat, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption its or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has representatives knowledge and experience in financial and business matters sufficient to evaluate in general, and investments of this type in particular, it or its representatives are capable or evaluating the merits and risks of an investment in the BRI Partnership Units XCel Shares and BRIWarrants. (b) Seller understands that XCel has determined that the exemption from the registration provisions of the Securities Act for transactions not involving a public offering is applicable to the issue and sale of the XCel Shares and the Warrants (and, XCel Shares issuable upon exercise of the Warrants (the “Warrant Shares”)), based, in part, upon the representations, warranties and agreements made by the Seller herein. (c) Seller understands that (A) none of the XCel Shares, the Warrants nor the Warrant Shares have been registered under the Securities Act or the securities laws of any state, based upon an exemption from such registration requirements for non-public offerings pursuant to Regulation D under the Securities Act; (B) the XCel Shares, the Warrants and the Warrant Shares are and will be “restricted securities”, as said term is defined in Rule 144 of the rules and regulations promulgated under the Securities Act; (C) none of the XCel Shares, the Warrants nor the Warrant Shares may be sold or otherwise transferred unless they have been first registered under the Securities Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer; (D) except as set forth in this Agreement, XCel is under no obligation to register the XCel Shares, the Warrants or the Warrant Shares under the Securities Act or any state securities laws, or to take any action to make any exemption from any such registration provisions available; (E) the certificates for the XCel Shares, the Warrants and the Warrant Shares will bear a legend to the effect that the transfer of the securities represented thereby is subject to the provisions hereof; (F) stop transfer instructions will be placed with the transfer agent for the Warrant Shares; and (iiiG) it has consulted with its own separate Seller will not sell or otherwise transfer any of the XCel Shares, the Warrants or the Warrant Shares or any interest therein, unless and until: (i) said securities shall have first been registered under the Securities Act and all applicable state securities laws; or (ii) the Seller shall have first delivered to XCel a written opinion of counsel (which counsel and tax advisoropinion (in form and substance) shall be satisfactory to XCel), to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon effect that the BRI Partnership proposed sale or transfer is exempt from the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation registration provisions of the application of the various United States or Securities Act and all applicable state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnershiplaws. (d) Such Transferor Partner Seller is an "“accredited investor" within ,” as such term is defined in Regulation D of the meaning of Rule 501(a) rules and regulations promulgated under the Securities Act. (e) Such Transferor Partner understands that an Seller is acquiring the XCel Shares and the Warrants for its own account and for the purpose of investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management not with a view to, or for resale in connection with this Agreement and with, any distribution within the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions meaning of the BRI Partnership and BRI and its management concerning its investment Securities Act in violation of the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfactionSecurities Act. (f) Such Transferor Partner acknowledges Seller has been given access to and agrees that: (i) the BRI Partnership Units an opportunity to examine such documents, materials and information concerning XCel as Seller deems to be acquired by it hereunder will not be registered under necessary or advisable in order to reach and informed decision as to an investment in the Act in reliance upon XCel Shares and the exemption afforded by Section 4Warrants.

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner Member acknowledges that the Class A Units to be issued to such Member by the Company pursuant to the terms and conditions set forth in this Agreement will not be registered under the Securities Act, nor registered or qualified under any state securities laws, and that such Class A Units will be issued pursuant to an exemption from such registration and qualification based in part upon such Member’s representations and warranties contained herein. Such Member represents and warrants that it is acquiring the BRI Partnership Class A Units for investment only to be received by it solely for its own account for investment and not with any a view to toward the sale resale, transfer, or other distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreementthereof. (b) Such Transferor Partner understands that Member is familiar with the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act proposed business and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness operations of the representations Company and warranties of TD Group, and has been given the opportunity to obtain from the Company all information that such Transferor PartnerMember has requested regarding the Company’s and TD Group’s business plans and prospects. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by Member has such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate that it is capable of evaluating the merits and risks of the investment contemplated by this Agreement, and is able to bear the economic risk of the investment in the BRI Partnership Units and BRI, and Company (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation including a complete loss of the application value of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnershipsuch investment). (d) Such Transferor Partner Member recognizes that upon the consummation of the transactions contemplated hereby no public market shall exist for the Class A Units issued in accordance with the terms of this Agreement, and none may exist in the future. Such Member acknowledges that it must bear the economic risk of the investment contemplated by this Agreement indefinitely unless such Class A Units, are registered pursuant to the Securities Act, or an exemption from such registration is available, and unless the disposition of such Class A Units is qualified or registered under applicable state securities laws or an exemption from such qualification or registration is available, and that, the Company has no present intention of so registering the Class A Units issued pursuant to the terms of this Agreement. Such Member acknowledges that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow such Member to transfer any or all of the Class A Units in the amounts, or at the times such Member might propose. (e) Such Member is an "“accredited investor" within the meaning of ” as such term is defined in Rule 501(a) promulgated under the Securities Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is Each Grantor will be acquiring the BRI Partnership Units for investment only Shares or the Units, as applicable, to be received by it him for its his own account and not with any the view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "ActACT") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement). (b) Such Transferor Partner Each Grantor understands that the BRI Partnership Shares or the Units (or Shares issued upon exchange of the Units) to be issued to each Transferor Partner the Grantor will not be registered under the Act, or the securities laws of any state ("Blue Sky LawsBLUE SKY LAWS") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRIthe REIT's and the BRI PartnershipOptionee's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor PartnerGrantor. (c) Such Transferor Partner acknowledges and agrees Each Grantor understands that, for the reasons set forth in Sections 5.35(a) and paragraph (b) above, above the BRI Partnership Shares or Units (or shares of common stock Shares issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner Grantor except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Shares or Units (or shares of common stock Shares issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership Optionee or BRIthe REIT, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) Optionee or the REIT, as the case may be, to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner Grantor must bear the economic risk of an investment in the BRI Partnership Shares or Units (and the shares of common stock Shares issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner Each Grantor is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner Each Grantor understands that an investment in the BRI Partnership Optionee and BRI the REIT involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and Each Grantor has had the opportunity to review all documents and information relevant to which it has requested concerning its decision to enter into this Agreement and to invest investment in the BRI Partnership Optionee and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") REIT and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its proposed management concerning its investment in of the BRI Partnership Optionee and the transactions contemplated herebyREIT, which questions were answered to its satisfaction. (f) Such Transferor Partner Each Grantor understands that the Shares or Units (and any Shares issued upon exchange of the Units) will bear a legend substantially to the effect of the following: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state. The securities may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Act and under any applicable state securities laws, receipt of a no-action letter issued by the Securities and Exchange Commission (together with either registration or an exemption under applicable state securities laws) or an opinion of counsel acceptable to the Optionee that the proposed transaction will be exempt from registration under the Act and applicable state securities laws; and that the Optionee or the REIT, as the case may be, reserve the right to place a stop order against the transfer of the Shares or the Units (and any Shares issued upon exchange of the Units), and to refuse to effect any transfers thereof, in the absence of satisfying the conditions contained in the foregoing legend. (g) The address set forth under such Grantor's name in EXHIBIT A is the address of the Grantor's principal residence or principal place of business, and such Grantor has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such principal residence or principal place of business is sited. (h) Each Grantor acknowledges and agrees that: that any Units or Shares issued to it at Final Closing must be held by Grantor for the Indemnification Period (idefined in SECTION 6.2(c) the BRI Partnership Units to be acquired by it hereunder will below) and, during such period, may not be registered under assigned, pledged, sold or otherwise transferred in whole or in part or subjected to any Encumbrance other than the Act grant of a pledge in reliance upon favor of Optionee. Any successor or assignee, after the exemption afforded by Section 4Indemnification Period, of Grantor with respect to the Units or Shares will take the Units or Shares subject to the registration rights and lock-up agreement referred in SECTION 5.1 and/or the partnership agreement of Optionee, as applicable.

Investment Representations and Warranties. Each Transferor Partner for itselfBuyer hereby makes to Rivacq, severally as of the date hereof and not jointlyas of the Closing Date, represents, warrants, acknowledges the representations and warranties set forth below (and agrees as follows: that (a) Such Transferor Partner is acquiring Riviera's transfer agent may rely on the BRI Partnership Units same for investment only to be received by it for its own account the purposes of transferring the Shares on the books and not with any view to the sale or distribution records of the same or any part thereof in violation of the Securities Act of 1933Company, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner understands Rivacq's counsel may rely on the same for the purposes of rendering the Legal Opinion): 6.1 It has been informed that the BRI Partnership Units to be issued to each Transferor Partner will Shares have not be been registered under the Act, or the securities laws of any state securities ("Blue Sky LawsSky") law, are "restricted securities" as defined in Rule 144, and must be held by reason of a specific exemption or exemptions from registration it indefinitely at its economic risk unless they are registered under the Act and applicable Blue Sky Laws and laws, or exemptions from such registration are available. 6.2 It understands that BRI's and Riviera is under no obligation to register the BRI Partnership's reliance sale, transfer or other disposition by it or on such exemptions is predicated in part on the accuracy and completeness its behalf of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement Shares under the Act and or any applicable Blue Sky Lawslaw, (ii) pursuant or take any other action necessary in order to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together make compliance with either registration or an exemption under applicable Blue Sky Lawsfrom registration available. 6.3 The Shares were offered and will be transferred by Rivacq to such Buyer without any general solicitation or general advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (iii) upon the BRI Partnership any seminar or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and meeting whose attendees have been invited by any applicable Blue Sky Laws, and that, accordingly, general solicitation or general advertising. 6.4 It has such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate that it is capable of evaluating the merits and risks of investment investing in the BRI Partnership Units and BRIShares, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation is able to bear the economic risk of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnershipthis investment. (d) Such Transferor Partner 6.5 It is an "accredited investor" within the meaning of Rule 501(a) 501 of Regulation D promulgated by the Securities and Exchange Commission under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be 6.6 The Shares are being acquired by it hereunder will for investment and not be registered under with a view to, or in connection with, any distribution thereof nor with any present intention of distributing such Shares. 6.7 It has been provided with copies of Riviera's Form 10-K for its latest fiscal year, Riviera's Form 10-Q for its latest fiscal quarter, and any Forms 8-K prepared by Riviera since the Act in reliance upon date of such Form 10-Q, all as filed by Riviera with the exemption afforded by Section 4Securities and Exchange Commission.

Investment Representations and Warranties. Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (ai) Such Transferor Partner is Owner will be acquiring the BRI Partnership Units for investment only to be received by it him for its his own account and not with any the view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement.); (bii) Such Transferor Partner Owner understands that the BRI Partnership Units (or shares of common stock of the REIT (the "Common Stock") issued upon exchange of the Units) to be issued to each Transferor Partner the Owner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRIthe REIT's and the BRI Partnership's that Xxxxxx- Xxxxx'x reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner.Owner; (ciii) Such Transferor Partner acknowledges Subject to the rights and agrees obligations of the Registration Rights Agreement, such Owner understands that, for the reasons set forth in Sections 5.35(a) and subparagraph (bii) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner Owner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission (the "SEC") to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock Common Stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon Xxxxxx-Xxxxx or the BRI Partnership or BRIREIT, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both Xxxxxx-Xxxxx or the BRI Partnership and BRI) REIT, as the case may be, to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner Owner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock Common Stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership.; (div) Such Transferor Partner Owner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act.Act (the standards for being "Accredited Investor" will vary depending upon the legal form of the Owner, but Accredited Investor includes, for individuals, any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of the purchase exceeds $1,000,000 or who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year); (ev) Such Transferor Partner Owner understands that an investment in Xxxxxx-Xxxxx and the BRI Partnership and BRI REIT involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full ; and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and such Owner has had the opportunity to review all documents and information relevant to which it has requested concerning its decision to enter into this Agreement investment in Xxxxxx-Xxxxx and to invest in the BRI Partnership REIT and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) has had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership of Xxxxxx-Xxxxx and the transactions contemplated herebyREIT, which questions questions, if any, were answered to its satisfaction; and (vi) Such Owner understands that any document that evidences the Units (and any unregistered shares of Common Stock issued upon exchange of the Units) will bear a legend substantially to the effect of the following: The securities represented by this document have not been registered under the Securities Act of 1933, as amended (the "Act"), or the securities laws of any state. The securities may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Act and under any applicable state securities laws, receipt of a no-action letter issued by the Securities and Exchange Commission (together with either registration or an exemption under applicable state securities laws) or an opinion of counsel acceptable to Xxxxxx-Xxxxx Properties Limited Partnership that the proposed transaction will be exempt from registration under the Act and applicable state securities laws. and that Xxxxxx-Xxxxx or the REIT, as the case may be, reserves the right to place a stop order against the transfer of the Units (and any unregistered shares of Common Stock issued upon exchange of the Units), and to refuse to effect any transfers thereof, in the absence of satisfying the conditions contained in the foregoing legend. (fvii) Such Transferor Partner acknowledges The address set forth under such Owner's name in SCHEDULE A is the address of the Owner's principal residence or principal place of business, and agrees that: (i) such Owner has no present intention of becoming a resident of any country, state or jurisdiction other than the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act country and state in reliance upon the exemption afforded by Section 4which such principal residence or principal place of business is situated.