Common use of Purchase for Investment Clause in Contracts

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless (a) Contributing Member is acquiring the offering and sale Contribution OP Units (or shares of Common Stock of the REIT issued to Contributing Member in connection with a Redemption (as defined in the LP Agreement) (such shares of Common Stock, "Redemption Shares")) for Contributing Member's own account (or if Contributing Member is a trustee, for a trust account) for investment only, and not with a view to or for sale in connection with any distribution of all or any part of such Contribution OP Units. (b) Contributing Member hereby agrees that Contributing Member shall not, directly or indirectly, transfer all or any part of such Contribution OP Units or Redemption Shares (or solicit any offers to be issued upon the exercise buy, purchase or otherwise acquire or take a pledge of all or any part of the Option shall Contribution OP Units or Redemption Shares) except in accordance with (i) the registration provisions of the Securities Act, and the regulations thereunder or an exemption from such registration provisions; (ii) any applicable state or non-U.S. securities laws; (iii) the terms of this Agreement; (iv) the LP Agreement; and (v) the Charter and by-laws of the REIT (as amended from time to time, collectively, the "REIT Organizational Documents"), as applicable. (c) Contributing Member understands that (i) Contributing Member must bear the economic risk of an investment in the Contribution OP Units and Redemption Shares for an indefinite period of time because, among other reasons, the transfer of the Contribution OP Units and Redemption Shares have not been effectively registered under the Securities Act of 1933and, as amended, or any successor legislation (the "Act")therefore, the Company shall Redemption Shares and Contribution OP Units cannot be sold unless such resale is subsequently registered under no obligation to issue the Securities Act or an exemption from such registration is available; and (ii) sales or transfers of the Contribution OP Units and Redemption Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound further restricted by the provisions of the following LP Agreement or the REIT Organizational Documents, as applicable, and may be restricted by other applicable securities laws. If at any time the Contribution OP Units or Redemption Shares are evidenced by certificates or other documents, each such certificate or other document shall contain a legend which shall be endorsed upon stating that (x) the certificatesContribution OP Units or Redemption Shares, as applicable, (1) evidencing their option Shares have not been registered under the Securities Act or the securities laws of any state; (2) have been issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting a claim of exemption from the generality registration provisions of the foregoingSecurities Act and any state securities law which may be applicable; and (3) may not be sold, transferred or assigned without compliance with the Company may delay issuance registration provisions of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Securities Act and all the regulations thereunder and any other applicable state securities laws or "blue sky" laws)compliance with applicable exemptions therefrom; and (y) sale, transfer or assignment of such Contribution OP Units or Redemption Shares, as applicable, is further subject to restrictions contained in the LP Agreement or the REIT Organizational Documents, as applicable, and such Contribution OP Units or Redemption Shares may not be sold, transferred or assigned unless and to the extent permitted by, and in accordance with, the provisions of the LP Agreement or the REIT Organizational Documents, as applicable.

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. : The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are are, acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificatescertificate(s) evidencing their option Shares issued pursuant to such exercise; : "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY DELIVER TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, including without limitation, the Act and all applicable limitation state securities or "blue sky" laws).

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the exercise of Purchaser acknowledges that the Option shall and the Option Shares have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation amended (the "Securities Act"), or under any state or foreign securities laws. Purchaser is not an underwriter as such term is defined under the Company shall be under no obligation to issue the Shares covered by such exercise unless Securities Act, and until the following conditions have been fulfilled. The person(s) who exercise is purchasing the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, solely for investment and with no present intention to distribute any of the Option Shares to any person or entity ("Person"). Purchaser will not with a view to, sell or for sale in connection with, the distribution otherwise dispose of any such of the Option Shares, except in which event accordance with the person(s) acquiring such Snares shall be bound by registration requirements or exemption provisions under the provisions of Securities Act and the rules and regulations promulgated thereunder, and any other applicable securities laws. Purchaser further understands that the certificate representing the Option Shares will bear the following legend which shall be endorsed upon and agrees that it will hold the certificates) evidencing their option Option Shares issued pursuant to such exercise; "subject thereto: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER PURSUANT TO THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE ANY STATE SECURITIES LAWS OF LAW. NEITHER THIS SECURITY NOR ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES PORTION HEREOF OR INTEREST HEREIN MAY NOT BE SOLD, PLEDGEDASSIGNED, HYPOTHECATED TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERREDDISPOSED OF UNLESS THE SAME IS REGISTERED UNDER THAT ACT AND ANY APPLICABLE STATE SECURITIES LAW, EXCEPT UPON DELIVERY OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND MICHAELS STORES, INC. SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY OF MICHAELS STORES, INC. (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933MICHAELS STORES, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERINC." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless The Common Purchased Stock, the offering Preferred Purchased Stock, the New Preferred Stock, the Warrants and sale the shares of the Shares to be issued Common Stock issuable upon the exercise of the Option shall have been effectively registered under Warrants will be acquired by Investor for its own account for the Securities Act purpose of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, to the resale or for sale in connection withdistribution of all or any part of the Common Purchased Stock, the distribution Preferred Purchased Stock, the New Preferred Stock, the Warrants or the shares of any Common Stock issuable upon exercise of the Warrants in violation of the Securities Act, it being understood that the right to dispose of such SharesCommon Purchased Stock, in which event Preferred Purchased Stock, the person(s) acquiring such Snares New Preferred Stock, Warrants and shares of Common Stock issuable upon exercise of the Warrants shall be bound by entirely within the provisions discretion of Investor. Investor represents and warrants that it is an "accredited investor" as such term is defined in Rule 501 of Regulation D of the Securities Act. Investor understands that the shares of the Common Purchased Stock, the Preferred Purchased Stock, the New Preferred Stock, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants to be issued to it have not been registered under the Securities Act in reliance on an exemption therefrom under Section 4(2) of the Securities Act and Regulation D thereunder and that the certificates for such shares of Company Purchased Stock, Preferred Purchased Stock, New Preferred Stock, Warrants and shares of Common Stock issuable upon exercise of the Warrants shall bear the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED, SOLD EXCEPT UPON DELIVERY PURSUANT TO THE COMPANY OF (A) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EFFECTIVE REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDEREXEMPTION FROM REGISTRATION THEREUNDER AND AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED." Without limiting The Company shall remove such legend upon receipt of an opinion from counsel to the generality of Investor, reasonably satisfactory in form and substance to counsel to the foregoingCompany, that the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)requirements for such legend have terminated.

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, now in force or any successor legislation hereafter amended (the "“1933 Act"”), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. : (a) The person(s) who exercise the Option shall represent warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her their own accountrespective accounts, for investment investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificatescertificate(s) evidencing their option the Shares issued pursuant to such exercise; ": “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED TAKEN FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THEY MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERREDTRANSFERRED BY ANY PERSON, EXCEPT UPON DELIVERY INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY SHARES SHALL BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." LAWS;” AND (b) If the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the 1933 Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, including without limitation, the Act and all applicable limitation state securities or "“blue sky" ” laws).

Purchase for Investment. Unless (a) Each Purchaser severally represents that it (i) is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the offering and sale Securities Act, (ii) is not an “underwriter” as defined in Section 2(a)(11) of the Shares Securities Act, and (iii) is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be issued upon within such Purchaser’s or their control. (b) Each Purchaser understands that the exercise of the Option shall Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the certificatesCompany is not required to and does not intend to register the Notes. (c) evidencing their option Shares issued pursuant to such exercise; "Each Purchaser understands that the Notes will bear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE HAVE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933WITH A VIEW TO DISTRIBUTION OR RESALE, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDTRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY TO OR THE COMPANY AVAILABILITY OF AN OPINION OF COUNSEL SATISFACTORY TO EXEMPTION FROM THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERLAWS." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless the offering and sale of Sellers are acquiring the Shares for investment for Sellers’ own account and not as a nominee or agent, and not with a view to be issued upon the exercise resale or distribution of any part thereof, and Sellers have no present intention of selling, granting any participation in, or otherwise distributing the Option shall have been effectively same, it being understood, however, that Sellers may designate certain persons who will receive the Shares at the Closing. Sellers understand that the Shares are not registered under the Securities Act on the ground that the sale and the issuance of 1933securities hereunder is exempt from registration under the Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on such Sellers’ representations set forth herein. Sellers are “accredited investors” as amended, or any successor legislation (that term is defined in Rule 501(a) of Regulation D under the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such certificates representing Shares for his or her own account, for investment and not with will bear a view to, or for sale in connection with, the distribution of any such Shareslegend which states, in which event all material effect the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH THIS RESTRICTED SHARE AGREEMENT AND THE SECURITIES UNDERLYING THIS RESTRICTED SHARE AGREEMENT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED HYPOTHECATED, TRANSFERRED, OR OTHERWISE TRANSFERREDDISPOSED OF UNLESS SUCH SALE, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933PLEDGE, AS AMENDEDHYPOTHECATION, TRANSFER, OR OTHER DISPOSITION SHALL HAVE BEEN REGISTERED UNDER SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR ANY RULE UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH SECURITIES MAY BE LEGALLY SOLD OR REGULATION PROMULGATED THEREUNDEROTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION AND COMPLIANCE." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificatescertificate(s) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless Each Purchaser severally represents that it is purchasing the offering Notes for its own account and sale not with a view to the distribution thereof in violation of the Shares Securities Act, it being recognized that the Initial Purchaser is selling the Notes hereunder solely to be issued upon Qualified Institutional Buyers pursuant to Rule 144A promulgated by the exercise of SEC under the Option shall Securities Act, as amended from time to time (“Rule 144A”). Each Purchaser understands that the Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes. Each Purchaser represents that it is a Qualified Institutional Buyer acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which shall others are also Qualified Institutional Buyers) and is aware that the sale of the Notes to such Purchaser will be endorsed made in reliance on Rule 144A. Each Purchaser further represents that such Purchaser has had the opportunity to ask questions of the Company and received answers concerning the terms and conditions of the sale of the Notes. Each Purchaser agrees that it will only offer, sell or otherwise transfer the Notes (a) to the Company or the Initial Purchaser, or by, through or in a transaction approved by, the Initial Purchaser, or (b) as long as the Notes are eligible for resale pursuant to Rule 144A, to a Person it reasonably believes is a Qualified Institutional Buyer under Rule 144A that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the transfer is being made in reliance on Rule 144A. Each Purchaser acknowledges that the Company and the Initial Purchaser will rely upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality truth and accuracy of the foregoingforegoing acknowledgements, representations and agreements and agrees that, if any of the acknowledgements, representations or agreements are no longer accurate, it shall promptly notify the Company may delay issuance and the Initial Purchaser; and if any Purchaser is acquiring any Notes as a fiduciary or agent for one or more Persons who qualifies as Qualified Institutional Buyers, such Purchaser represents that it has sole investment discretion with respect to each such Person and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such Person. Each Purchaser acknowledges that (i) the Initial Purchaser, Xxxxx Xxxxxxx & Co., is a subsidiary of the Shares until completion Company, (ii) its registered representative at Xxxxx Xxxxxxx & Co. in connection with this purchase is an employee of any action or obtaining Xxxxx Xxxxxxx & Co., (iii) Xxxxx Xxxxxxx & Co. may compensate such Purchaser’s registered representative by reference to the dollar amount of any consent, which the Company deems necessary under any applicable law Notes such Purchaser is purchasing from the Initial Purchaser and (including, without limitation, iv) it is aware that the Act and all applicable state securities or "blue sky" laws)relationships referred to above pose a potential conflict of interest.

Purchase for Investment. Unless (a) Contributing Member is acquiring the offering Subscribed Interests for Contributing Member's own account (or if Contributing Member is a trustee, for a trust account) for investment only, and not with a view to or for sale in connection with any distribution of all or any part of Subscribed Interests. (b) Contributing Member shall not, directly or indirectly, transfer all or any part of the Shares Subscribed Interests (or solicit any offers to be issued upon the exercise buy, purchase or otherwise acquire or take a pledge of all or any part of the Option shall have been effectively registered under Subscribed Interests) except in accordance with (i) the registration provisions of the Securities Act of 1933, as amended, or any successor legislation amended (the "Securities Act"), and the Company shall be under no obligation regulations thereunder or an exemption from such registration provisions; (ii) any applicable state or non-U.S. securities laws; (iii) the terms of this Agreement; and (iv) the terms of the Agreement of Limited Partnership of the Partnership (as amended from time to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection withtime, the distribution "LP Agreement"). (c) Contributing Member understands that (i) Contributing Member must bear the economic risk of any an investment in the Subscribed Interests for an indefinite period of time because, among other reasons, the offering and sale of the Subscribed Interests has not been registered under the Securities Act and, therefore, the Subscribed Interests cannot be sold unless such Shares, in which event resale is subsequently registered under the person(sSecurities Act or an exemption from such registration is available; and (ii) acquiring such Snares shall be bound sales or transfers of the Subscribed Interests are further restricted by the provisions of the following LP Agreement, and may be restricted by other applicable securities laws. If at any time the Subscribed Interests are evidenced by certificates or other documents, each such certificate or other document shall contain a legend which shall be endorsed upon stating that (x) the certificatesSubscribed Interests (1) evidencing their option Shares have not been registered under the Securities Act or the securities laws of any state; (2) have been issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting a claim of exemption from the generality registration provisions of the foregoingSecurities Act and any state securities law which may be applicable; and (3) may not be sold, transferred or assigned without compliance with the registration provisions of the Securities Act and the regulations thereunder and any other applicable Federal or state securities laws or compliance with applicable exemptions therefrom; and (y) sale, transfer or assignment of the Subscribed Interests is further subject to restrictions contained in the LP Agreement, and may not be sold, transferred or assigned unless and to the extent permitted by, and in accordance with, the Company may delay issuance provisions of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)LP Agreement.

Purchase for Investment. Unless Investor acknowledges its understanding that the offering and sale of the Shares Private Placement Units, the Backstop Acquired Units, the Notes and the Unit Warrants issued in the Private Placement and the Backstop Guarantee and any shares of Class A Common Stock to be issued upon pursuant to the exercise of the Option shall have been effectively registered such Unit Warrants to be purchased pursuant hereto by Investor are intended to be exempt from registration under the Securities Act and that the Company is relying upon the truth and accuracy of 1933Investor’s representations and warranties contained herein and Investor’s compliance with this Agreement in order to determine the availability of such exemptions and the eligibility of Investor to acquire the Private Placement Units and the Backstop Acquired Units in accordance with the terms and provisions of this Agreement. In furtherance thereof, as amendedInvestor represents and warrants to the Company that: (i) Investor is an accredited investor within the meaning of Regulation D promulgated under the Securities Act and, or if there should be any successor legislation change in such status prior to any Closing Date, Investor will immediately inform the Company of such change; (ii) Investor (A) has the "Act")financial ability to bear the economic risk of its investment in the Private Placement Units and the Backstop Acquired Units, the Company shall Notes and the Unit Warrants issued in the Private Placement and the Backstop Guarantee and any shares of Class A Common Stock to be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to the exercise of such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933Unit Warrants to be purchased pursuant hereto by Investor, AS AMENDED(B) can bear a total loss of its investment therein at this time, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION(C) has no need for liquidity with respect to its investment therein, SUCH SECURITIES MAY NOT BE SOLD(D) has adequate means for providing for its current needs and contingencies, PLEDGEDand (E) has such knowledge, HYPOTHECATED OR OTHERWISE TRANSFERREDexperience and skill in evaluating and investing in issues of equity securities, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933including securities of new and speculative issuers, AS AMENDEDbased on actual participation in financial, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting investment and business matters, such that it is capable of evaluating the generality merits and risks of an investment in the Company and the suitability of the foregoingPrivate Placement Units and the Backstop Acquired Units, the Company may delay issuance Notes and the Unit Warrants issued in the Private Placement and the Backstop Guarantee and any shares of Class A Common Stock to be issued pursuant to the exercise of such Unit Warrants to be purchased pursuant hereto by Investor as an investment for itself; and (iii) Investor has been given the opportunity to conduct a due diligence review of the Shares until completion Company concerning the terms and conditions of the offering of the Private Placement Units and the Backstop Acquired Units, the Notes and the Unit Warrants issued in the Private Placement and the Backstop Guarantee and any action or obtaining shares of Class A Common Stock to be issued pursuant to the exercise of such Unit Warrants to be purchased pursuant hereto by Investor and other matters pertaining to an investment in the Private Placement Units and the Backstop Acquired Units, the Notes and the Unit Warrants issued in the Private Placement and the Backstop Guarantee and any consentshares of Class A Common Stock to be issued pursuant to the exercise of such Unit Warrants to be purchased pursuant hereto by Investor in order for Investor to evaluate the merits and risks of an investment in the Private Placement Units and the Backstop Acquired Units, which the Notes and the Unit Warrants issued in the Private Placement and the Backstop Guarantee and any shares of Class A Common Stock to be issued pursuant to the exercise of such Unit Warrants to be purchased pursuant hereto by Investor to the extent the Company deems necessary possesses such information or can acquire it without unreasonable effort or expense. (iv) Investor is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under any applicable law the Securities Act (includinga “Disqualification Event”), without limitation, except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the Securities Act and all applicable state securities or "blue sky" laws)(ii) a description of which has been furnished in writing to the Issuer prior to the date hereof.

Purchase for Investment. Unless (a) Each Purchaser severally represents and warrants that it (i) is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3), or (7) under the offering and sale Securities Act, (ii) is not an “underwriter” as defined in section 2(a)(11) of the Shares Securities Act, and (iii) is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be issued upon within such Purchaser’s or their control. (b) Each Purchaser understands that the exercise of the Option shall Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the certificatesCompany is not required to and does not intend to register the Notes. (c) evidencing their option Shares issued pursuant to such exercise; "Each Purchaser understands that the Notes will bear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE HAVE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933WITH A VIEW TO DISTRIBUTION OR RESALE, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDTRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY TO OR THE COMPANY AVAILABILITY OF AN OPINION OF COUNSEL SATISFACTORY TO EXEMPTION FROM THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERLAWS." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless (a) Buyer is purchasing the offering and sale of the Shares to be issued upon the exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, Units for investment for its own account and not with a view to, or for sale in connection with, the any distribution of the Units except in compliance with applicable securities laws. (b) Buyer understands that the Units have not been registered under the Securities Act, or any such Shares, state securities or blue sky laws and are "restricted securities" under the federal securities laws. (c) Buyer has the requisite knowledge and experience in which event financial and business matters to be capable of evaluating the person(s) acquiring such Snares shall be bound by the provisions merits and risks of its purchase of the following legend which shall be endorsed upon Units and of protecting Buyer's interests in connection therewith. Buyer is able to bear the certificates) evidencing their option Shares issued economic risk of the purchase of the Units pursuant to such exercise; the terms of this Agreement. (d) Buyer is not a Person that would, nor has Buyer taken any action which would, cause the issuance of the Units hereunder to be ineligible for the exemption from the registration requirements of the Securities Act pursuant to Section 4(2) thereof. Buyer is an "THE accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (e) Buyer understands that the share certificates and warrant certificates evidencing the Units may bear substantially the following legends: (i) THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES THEY MAY NOT BE SOLD, PLEDGEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE COMPANY OF SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION UNLESS SOLD PURSUANT TO THE COMPANY RULE 144 OR RULE 144A OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERACT." Without limiting " (ii) Any legend required by the generality of Registration Rights Agreement or the foregoing, the Company may delay issuance of the Shares until completion laws of any action or obtaining of any consent, which the Company deems necessary under any other applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)jurisdiction.

Purchase for Investment. Unless (a) Contributor is acquiring the offering Subscribed Units for Contributor's own account (or if Contributor is a trustee, for a trust account) for investment only, and not with a view to or for sale in connection with any distribution of all or any part of the Shares to be issued upon the exercise Membership Interests. (b) Contributor hereby agrees that Contributor shall not, directly or indirectly, transfer all or any part of the Option shall have been effectively registered under Membership Interests (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Membership Interests) except in accordance with (i) the registration provisions of the Securities Act of 1933, as amended, or any successor legislation amended (the "Securities Act"), and the Company shall be under no obligation to issue regulations thereunder or an exemption from such registration provisions; (ii) any applicable state or non-U.S. securities laws; (iii) the Shares covered by such exercise unless terms of this Agreement; and until (iv) the following conditions have been fulfilled. The person(sFEA Operating Agreement, as applicable. (c) who exercise Contributor understands that (i) Contributor must bear the Option shall represent to economic risk of an investment in the CompanyMembership Interests for an indefinite period of time because, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection withamong other reasons, the distribution offering and sale of any the Membership Interests have not been registered under the Securities Act and, therefore, the Membership Interests cannot be sold unless such Shares, in which event resale is subsequently registered under the person(sSecurities Act or an exemption from such registration is available; and (ii) acquiring such Snares shall be bound sales or transfers of the Membership Interests are further restricted by the provisions of the following FEA Operating Agreement, and may be restricted by other applicable securities laws. If at any time the Membership Interests are evidenced by certificates or other documents, each such certificate or other document shall contain a legend which shall be endorsed upon stating that (x) the certificatesMembership Interests, (1) evidencing their option Shares have not been registered under the Securities Act or the securities laws of any state; (2) have been issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting a claim of exemption from the generality registration provisions of the foregoingSecurities Act and any state securities law which may be applicable; and (3) may not be sold, transferred or assigned without compliance with the registration provisions of the Securities Act and the regulations thereunder and any other applicable Federal or state securities laws or compliance with applicable exemptions therefrom; and (y) sale, transfer or assignment of the Membership Interests, as applicable, is further subject to restrictions contained in the FEA Operating Agreement the Membership Interests may not be sold, transferred or assigned unless and to the extent permitted by, and in accordance with, the Company may delay issuance provisions of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)FEA Operating Agreement.

Purchase for Investment. Unless Purchase for Investment. Each Purchaser severally represents that it is purchasing the offering Class A Notes for its own account and sale not with a view to the distribution thereof in violation of the Shares Securities Act, it being recognized that the Initial Purchaser is selling the Class A Notes hereunder solely to be issued upon Qualified Institutional Buyers pursuant to Rule 144A promulgated by the exercise of SEC under the Option shall Securities Act, as amended from time to time (“Rule 144A”). Each Purchaser understands that the Class A Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Class A Notes. Each Purchaser represents that it is a Qualified Institutional Buyer acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which shall others are also Qualified Institutional Buyers) and is aware that the sale of the Class A Notes to such Purchaser will be endorsed made in reliance on Rule 144A. Each Purchaser further represents that such Purchaser has had the opportunity to ask questions of the Company and received answers concerning the terms and conditions of the sale of the Class A Notes. Each Purchaser agrees that it will only offer, sell or otherwise transfer the Notes (a) to the Company or the Initial Purchaser, or by, through or in a transaction approved by, the Initial Purchaser, or (b) as long as the Notes are eligible for resale pursuant to Rule 144A, to a Person it reasonably believes is a Qualified Institutional Buyer under Rule 144A that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the transfer is being made in reliance on Rule 144A. Each Purchaser acknowledges that the Company and the Initial Purchaser will rely upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality truth and accuracy of the foregoingforegoing acknowledgements, representations and agreements and agrees that, if any of the acknowledgements, representations or agreements are no longer accurate, it shall promptly notify the Company may delay issuance and the Initial Purchaser; and if any Purchaser is acquiring any Notes as a fiduciary or agent for one or more Persons who qualifies as Qualified Institutional Buyers, such Purchaser represents that it has sole investment discretion with respect to each such Person and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such Person. Each Purchaser acknowledges that (i) the Initial Purchaser, Xxxxx Xxxxxxx & Co., is a subsidiary of the Shares until completion Company, (ii) its registered representative at Xxxxx Xxxxxxx & Co. in connection with this purchase is an employee of any action or obtaining Xxxxx Xxxxxxx & Co., (iii) Xxxxx Xxxxxxx & Co. may compensate such Purchaser’s registered representative by reference to the dollar amount of any consent, which the Company deems necessary under any applicable law Class A Notes such Purchaser is purchasing from the Initial Purchaser and (including, without limitation, iv) it is aware that the Act and all applicable state securities or "blue sky" laws)relationships referred to above pose a potential conflict of interest.

Purchase for Investment. Unless the offering (a) The Lenders hereby represent and sale of the Shares to be issued upon the exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent warrant to the Company, at Co-Borrowers that: (i) the time Notes will be acquired by the Lenders for their own account for the purpose of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view toto the resale or distribution of all or any part of the Notes in violation of the Securities Act, it being understood that the right to dispose of the Notes shall be entirely within the discretion of each of the Lenders, subject to contractual commitments of the Lenders to the Co-Borrowers; (ii) each is an "accredited investor" as such term is defined in Rule 501 of Regulation D of the Securities Act; (iii) they has been given access to all information they deemed reasonably necessary to evaluate their investment in the Co-Borrowers; and (iv) they have such experience and knowledge in financial and business matters to be capable of evaluating the merits and risks of their investment in the Co-Borrowers and have reviewed the merits of such investment with tax and legal counsel and other advisors to the extent they deemed advisable. (b) The Lenders covenant that they will not sell or otherwise transfer the Notes except pursuant to an effective registration statement under the Securities Act and in compliance with state securities laws, or for sale in connection with, the distribution of any such Sharesa transaction which, in which event the person(sopinion of counsel reasonably satisfactory to the Co-Borrowers, is exempt from registration under the Securities Act and under applicable state securities laws. (c) acquiring such Snares shall be bound by The Lenders understand that the provisions Notes have not been registered under the Securities Act in reliance on an exception therefrom under Section 4(2) of the Securities Act, and that such securities shall bear the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER(II) IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE SKYLINE MULTIMEDIA ENTERTAINMENT, INC., IS EXEMPT FROM REGISTRATION THEREUNDER AND UNDER APPLICABLE STATE SECURITIES LAWS." Without limiting The Co-Borrowers shall remove such legend upon receipt of an opinion from counsel to the generality of Lenders, reasonably satisfactory in form and substance to counsel to the foregoingCo-Borrowers, that the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)requirements for such legend have terminated.

Purchase for Investment. Unless (a) FEA is acquiring the offering Subscribed Units for FEA's own account (or if FEA is a trustee, for a trust account) for investment only, and not with a view to or for sale in connection with any distribution of all or any part of such Subscribed Units (or Common Shares issued by FMP to FEA in connection with a Redemption (as defined in the LP Agreement) (such Common Shares, "Redemption Shares")), except in connection with a transfer to FP. (b) Except in connection with a transfer to FP, FEA hereby agrees that FEA shall not, directly or indirectly, transfer all or any part of the Subscribed Units or Redemption Shares (or solicit any offers to be issued upon the exercise buy, purchase or otherwise acquire or take a pledge of all or any part of the Option shall have been effectively registered under Subscribed Units or Redemption Shares) except in accordance with (i) the registration provisions of the Securities Act of 1933, as amended, or any successor legislation amended (the "Securities Act"), and the Company shall be under no obligation to issue regulations thereunder or an exemption from such registration provisions; (ii) any applicable state or non-U.S. securities laws; (iii) the Shares covered by such exercise unless terms of this Agreement; and until (iv) the following conditions have been fulfilled. The person(sLP Agreement or the FMP Organizational Documents, as applicable. (c) who exercise FEA understands that (i) FEA must bear the Option shall represent to economic risk of an investment in the Company, at the time of such exercise, that such person(s) are acquiring such Subscribed Units and Redemption Shares for his or her own accountan indefinite period of time because, for investment and not with a view to, or for sale in connection withamong other reasons, the distribution offering and sale of any the Subscribed Units and Redemption Shares have not been registered under the Securities Act and, therefore, the Subscribed Units and Redemption Shares cannot be sold unless such Shares, in which event resale is subsequently registered under the person(sSecurities Act or an exemption from such registration is available; and (ii) acquiring such Snares shall be bound sales or transfers of the Subscribed Units and Redemption Shares are further restricted by the provisions of the following LP Agreement or the FMP Organizational Documents, as applicable, and may be restricted by other applicable securities laws. If at any time the Subscribed Units or Redemption Shares are evidenced by certificates or other documents, each such certificate or other document shall contain a legend which shall be endorsed upon stating that (x) the certificatesSubscribed Units or Redemption Shares, as applicable, (1) evidencing their option Shares have not been registered under the Securities Act or the securities laws of any state; (2) have been issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting a claim of exemption from the generality registration provisions of the foregoingSecurities Act and any state securities law which may be applicable; and (3) may not be sold, transferred or assigned without compliance with the registration provisions of the Securities Act and the regulations thereunder and any other applicable Federal or state securities laws or compliance with applicable exemptions therefrom; and (y) except in connection with a transfer to FP, sale, transfer or assignment of the Subscribed Units or Redemption Shares, as applicable, is further subject to restrictions contained in the LP Agreement or the FMP Organizational Documents, as applicable, and such Subscribed Units or Redemption Shares may not be sold, transferred or assigned unless and to the extent permitted by, and in accordance with, the Company may delay issuance provisions of the Shares until completion of any action LP Agreement or obtaining of any consentthe FMP Organizational Documents, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)as applicable.

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the exercise of the Option shall The Units covered by this Agreement have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation amended (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(sParticipant represents and warrants that, as of the date hereof, he (1) who exercise is an "accredited investor" within the Option shall represent meaning of Rule 501 of Regulation D promulgated by the SEC pursuant to the Company, at the time of such exercise, that such person(sAct and (2) are is acquiring such Shares Units for his or her own account, account for investment and not with a view to, or for sale in connection with, the distribution of such Units or any part thereof. The Participant may be required to execute such Shares, in which event documents as the person(s) acquiring such Snares shall be bound by Company determines are necessary and appropriate to effectuate the provisions issuance and transfer of the Units to the Participant. The certificates evidencing Units issued pursuant to this Agreement will bear the following legend which shall be endorsed upon or such other legend as determined by the certificates) evidencing their option Shares issued pursuant to such exercise; "Company: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THE OFFER AND SALE OF SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE ANY STATE SECURITIES LAWS OF ANY STATEOR BLUE SKY LAWS. WITHOUT SUCH REGISTRATION, SUCH THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO TRANSFERRED IN THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY ABSENCE OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE BLUEKNIGHT ENERGY PARTNERS G.P., L.L.C. LONG TERM INCENTIVE PLAN, THE ASSOCIATED AWARD AGREEMENT, THE PARTNERSHIP AGREEMENT AND ANY RULE APPLICABLE UNITHOLDER AGREEMENT, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoingEFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH PLAN, the AWARD AGREEMENT, PARTNERSHIP AGREEMENT AND APPLICABLE UNITHOLDER AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER HEREOF. The Company may delay issuance of also impose stop-transfer instructions with respect to any matter contemplated by the Shares until completion of any action Plan or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)Agreement.

Purchase for Investment. (a) Unless the offering and sale of the Option Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or an exemption from such registration is available, the Company shall be under no obligation to issue the Option Shares covered by such exercise unless and until the following conditions have been fulfilled. : (1) The person(s) who exercise the Option shall represent warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Option Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Option Shares, in which event the person(s) acquiring such Snares Option Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificatescertificate(s) evidencing their option Option Shares issued pursuant to such exercise; : "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF The shares represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended (the "Act"). Such shares may not be sold, OR THE SECURITIES LAWS OF ANY STATEtransferred or otherwise disposed of unless they have first been registered under the Act or, unless, in the opinion of counsel satisfactory to the Company's counsel, such registration is not required." (2) The Company shall have received an opinion of its counsel that the Option Shares may be issued upon such particular exercise in compliance with the Act without registration thereunder. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, the Company may delay issuance of the Option Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, including without limitation, the Act and all applicable limitation state securities or "blue sky" laws). (b) Axel acknowledges that he has been informed of the applicable provisions of Rule 144 promulgated under the Act, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three (3) month period must not exceed the volume limitations contained in the Rule; and (v) prior notice of an intended sale must be fully filed with the Commission in the manner prescribed by law. Axel realizes that, in the event Rule 144 is not available, registration under the Act or an exemption therefrom will be required for any sale and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, Axel understands that, if the terms and conditions of Rule 144 are not fully met, sale of the shares acquired hereby may not be readily possible. (c) Axel further acknowledges that he has reviewed such information regarding the Company's activities as he deems necessary to satisfy himself regarding the desirability of purchasing the Common Stock pursuant hereto, which information has included, without limitation, copies of the annual reports of the Company on Forms 10-K for the years ended May 31, 1996 and 1997, as amended, and on Forms l0-Q, as filed with the Securities and Exchange Commission during the fiscal years 1996 and 1997.

Purchase for Investment. Unless (a) Each Purchaser severally represents and warrants that it (i) is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the offering and sale Securities Act, (ii) is not an “underwriter” as defined in section 2(a)(11) of the Shares Securities Act, and (iii) is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be issued upon within such Purchaser’s or their control. (b) Each Purchaser understands that the exercise of the Option shall Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the certificatesCompany is not required to and does not intend to register the Notes. (c) evidencing their option Shares issued pursuant to such exercise; "Each Purchaser understands that the Notes will bear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE HAVE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933WITH A VIEW TO DISTRIBUTION OR RESALE, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDTRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY TO OR THE COMPANY AVAILABILITY OF AN OPINION OF COUNSEL SATISFACTORY TO EXEMPTION FROM THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERLAWS." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless (a) Redeeming Member is acquiring the offering Erhart Units for Redeeming Member's own account (ox xx Xedeeming Member is a trustee, for a trust account) for investment only, and not with a view to or for sale in connection with any distribution of all or any part of such Erhart Units (or Common Shares issued by FMP to Rexxxxxxg Member in connection with a Redemption (as defined in the LP Agreement) (such Common Shares, "Redemption Shares")). (b) Redeeming Member hereby agrees that Redeeming Member shall not, directly or indirectly, transfer all or any part of such Erhart Units or Redemption Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Shares to be issued upon Erhart Units or Redemption Shares) except in accorxxxxx with (i) the exercise registration provisions of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation amended (the "Securities Act"), and the Company shall be under no obligation to issue regulations thereunder or an exemption from such registration provisions; (ii) any applicable state or non-U.S. securities laws; (iii) the Shares covered by such exercise unless terms of this Agreement; and until (iv) the following conditions have been fulfilled. The person(sLP Agreement or the FMP Organizational Documents, as applicable. (c) who exercise Redeeming Member understands that (i) Redeeming Member must bear the Option shall represent to economic risk of an investment in the Company, at the time of such exercise, that such person(s) are acquiring such Erhart Units and Redemption Shares for his or her own accountan indefinixx xxxiod of time because, for investment and not with a view to, or for sale in connection withamong other reasons, the distribution transfer of any the Erhart Units and Redemption Shares have not been rxxxxxxred under the Securities Act and, therefore, the Redemption Shares and Erhart Units cannot be sold unless such Shares, in which event resale is subsequently registered under the person(sSecurities Act or an exemption from such registration is available; and (ii) acquiring such Snares shall be bound sales or transfers of the Erhart Units and Redemption Shares are further restricted by the provisions of the following LP Agreement or the FMP Organizational Documents, as applicable, and may be restricted by other applicable securities laws. If at any time the Erhart Units or Redemption Shares are evidenced by xxxxxficates or other documents, each such certificate or other document shall contain a legend which shall be endorsed upon stating that (x) the certificatesErhart Units or Redemption Shares, as applicable, (0) evidencing their option Shares xxve not been registered under the Securities Act or the securities laws of any state; (2) have been issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting a claim of exemption from the generality registration provisions of the foregoingSecurities Act and any state securities law which may be applicable; and (3) may not be sold, transferred or assigned without compliance with the registration provisions of the Securities Act and the regulations thereunder and any other applicable Federal or state securities laws or compliance with applicable exemptions therefrom; and (y) sale, transfer or assignment of such Erhart Units or Redemption Shares, as applicable, xx xxxther subject to restrictions contained in the LP Agreement or the FMP Organizational Documents, as applicable, and such Erhart Units or Redemption Shares may not be sold, xxxxxferred or assigned unless and to the extent permitted by, and in accordance with, the Company may delay issuance provisions of the Shares until completion of any action LP Agreement or obtaining of any consentthe FMP Organizational Documents, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)as applicable.

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, now in force or any successor legislation hereafter amended (the "1933 Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. : (a) The person(s) who exercise the Option shall represent warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her their own accountrespective accounts, for investment investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificatescertificate(s) evidencing their option the Shares issued pursuant to such exercise; : "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 19331933 OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED, PLEDGED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM AS DETERMINED IN ACCORDANCE WITH THE INVESTOR RIGHTS AGREEMENT AS AMENDED AND RESTATED FROM TIME TO TIME, RESTRICTING THEIR TRANSFER. COPIES OF THE INVESTOR RIGHTS AGREEMENT, AS AMENDED, OR MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE SECURITIES LAWS HOLDER OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY RECORD OF THIS CERTIFICATE TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION SECRETARY OF THE SECURITIES ACT CORPORATION AT THE CORPORATION'S PRINCIPAL PLACE OF 1933BUSINESS. FURTHER, THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF STOCK OF THE CORPORATION AND THE VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES OF STOCK (AND THE AUTHORITY OF THE BOARD OF DIRECTORS OF THE CORPORATION TO DETERMINE VARIATIONS FOR FUTURE SERIES), ARE SET FORTH IN THE CORPORATION'S CERTIFICATE OF INCORPORATION, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." A COPY OF WHICH WILL BE FURNISHED BY THE CORPORATION TO THE HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON THE WRITTEN REQUEST OF SUCH HOLDER": and (b) If the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the 1933 Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, including without limitation, the Act and all applicable limitation state securities or "blue sky" laws).

Purchase for Investment. Unless (a) Each Stockholder and Principal acknowledges that it has been given access to information relating to the offering and sale business of Rexall including the Rexall Reports. (b) Each Stockholder is acquiring the Rexall Shares issuable pursuant to be issued upon the exercise of Merger for its own account and, except as contemplated by the Option shall have been effectively registered under the Securities Act of 1933, Registration Rights Agreement (as amended, or any successor legislation (the "Act"hereinafter defined), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, any "distribution," as such term is used in Section 2(11) of the distribution Securities Act of any Rexall Shares in violation of the Securities Act. (c) Each Stockholder is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (d) Each Stockholder understands (i) that the Rexall Shares issued in the Merger will be restricted securities within the meaning of Rule 144 of the Securities Act ("Rule 144"); (ii) that such Sharessecurities are not registered but will be subject to registration in the manner set forth in the Registration Rights Agreement; (iii) that such securities must be held indefinitely and that no transfer of such securities may be made (except through exercise of the rights granted pursuant to the Registration Rights Agreement) by such Stockholder unless (A) such securities have been registered under the Securities Act and any applicable state securities laws, or (B) an exemption from registration is available under applicable state securities laws and the Securities Act, including in accordance with the terms and conditions of Rule 144; and (iv) that, in which event any event, the person(sexemption from registration under Rule 144 will not be available unless such securities have been beneficially owned for at least one year. (e) acquiring such Snares shall be bound by Each Stockholder understands that the provisions of the following legend which shall be endorsed upon the certificates) evidencing their option certificates representing Rexall Shares issued pursuant to such exercise; this Agreement shall bear a legend substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting The shares represented by this certificate have not been registered under the generality Securities Act of the foregoing, the Company may delay issuance of the Shares until completion of any action 1933 or obtaining of any consent, which the Company deems necessary under any applicable law state law. They may not be offered for sale, sold, transferred or pledged without (including, without limitation, 1) registration under the Securities Act of 1933 and all any applicable state securities law, or (2) an opinion (satisfactory to the 12 20 Company) of counsel (satisfactory to the Company) that registration is not required."blue sky" laws).

Purchase for Investment. Unless (a) Each Seller represents that he or she is acquiring the offering Company Shares for investment for such Seller's own account and sale not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Seller 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 Company Shares. (b) Each such Seller represents that he or she understands that the Company Shares to be issued upon the exercise of the Option shall have been effectively are not registered under the Securities Act on the ground that the sale and the issuance of 1933securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company's reliance on such exemption is predicated on such Seller's representations set forth herein (c) Each such Seller acknowledges that he or she can bear the economic risk of his or her investment, and has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the investment in the Company Shares. (d) Each such Seller represents that he or she has carefully reviewed such information as amendedsuch Seller deemed necessary to evaluate an investment in the Company Shares. To the full satisfaction of each such Seller, such Seller has been furnished all materials that such Seller has requested relating to the Company and the issuance of the Company Shares hereunder, and each such Seller has been afforded the opportunity to ask questions of representatives of the Company to obtain any information necessary to verify the accuracy of any representations or information made or given to such Seller. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of the Company set forth in this Agreement, on which each of the Sellers has relied in making an exchange of the ComCam Shares for the Company Shares. (e) Each such Seller understands that the Company Shares 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 Company Shares or any successor legislation (available exemption from registration under the "Securities Act"), the Company shall Shares must be under no obligation to issue the Shares covered by held indefinitely. Each such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, Seller represents that such person(s) are acquiring such Seller is aware that the Company Shares for his or her own account, for investment and may not with a view to, or for sale in connection with, be sold pursuant to Rule 144 promulgated under the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions Securities Act unless all of the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERconditions of that Rule are met." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificatescertificate(s) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, including without limitation, the Act and all applicable limitation state securities or "blue sky" laws).

Purchase for Investment. Unless the offering (a) The Lenders hereby represent and sale of the Shares to be issued upon the exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent warrant to the Company, at Co-Borrowers that: (i) the time Notes will be acquired by the Lenders for their own account for the purpose of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view toto the resale or distribution of all or any part of the Notes in violation of the Securities Act, it being understood that the right to dispose of the Notes shall be entirely within the discretion of each of the Lenders, subject to contractual commitments of the Lenders to the Co-Borrowers; (ii) each is an "accredited investor" as such term is defined in Rule 501 of Regulation D of the Securities Act; (iii) they has been given access to all information they deemed reasonably necessary to evaluate their investment in the Co-Borrowers; and (iv) they have such experience and knowledge in financial and business matters to be capable of evaluating the merits and risks of their investment in the Co-Borrowers and have reviewed the merits of such investment with tax and legal 23 counsel and other advisors to the extent they deemed advisable. (b) The Lenders covenant that they will not sell or otherwise transfer the Notes except pursuant to an effective registration statement under the Securities Act and in compliance with state securities laws, or for sale in connection with, the distribution of any such Sharesa transaction which, in which event the person(sopinion of counsel reasonably satisfactory to the Co-Borrowers, is exempt from registration under the Securities Act and under applicable state securities laws. (c) acquiring such Snares shall be bound by The Lenders understand that the provisions Notes have not been registered under the Securities Act in reliance on an exception therefrom under Section 4(2) of the Securities Act, and that such securities shall bear the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER(II) IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE SKYLINE MULTIMEDIA ENTERTAINMENT, INC., IS EXEMPT FROM REGISTRATION THEREUNDER AND UNDER APPLICABLE STATE SECURITIES LAWS." Without limiting The Co-Borrowers shall remove such legend upon receipt of an opinion from counsel to the generality of Lenders, reasonably satisfactory in form and substance to counsel to the foregoingCo-Borrowers, that the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)requirements for such legend have terminated.

Purchase for Investment. Unless You represent that you are purchasing the offering Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and sale not with a view to the distribution thereof; provided that the disposition of your or their property shall at all times be within your or their control. You understand that the Shares to be issued upon the exercise of the Option shall Notes have not been effectively registered under the Securities Act and may be resold only if registered pursuant to the provisions of 1933the Securities Act or if an exemption from registration is available, as amendedexcept under circumstances where neither such registration nor such an exemption is required by applicable law, and that the Company is not required to register the Notes. If you desire to sell or otherwise dispose of all or any successor legislation (part of the "Notes under an exemption from registration under the Securities Act"), if requested by the Company, you will deliver to the Company shall be under no obligation to issue the Shares covered by such exercise unless an opinion of your in-house counsel in form and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent substance reasonably satisfactory to the Company, at the time of that such exerciseexemption is available; provided, however, that in case of any sale or other transfer of the Notes to any Person who is an "accredited investor" (as such person(s) are term is defined and used in Rule 501 of Regulation D), no opinion of counsel shall be required if you obtain a representation from such Person that it is an accredited investor and is acquiring such Shares the Notes for his its own account and with no intention of distributing or her own account, for investment and not with a view toreselling said Notes or any part thereof, or for sale interest therein, in connection withany state thereof, without prejudice, however, to such Person's right at all times to sell or otherwise dispose of all or any part of said Notes under a registration under the Securities Act or any exemption from such registration available under such Act, and subject, nevertheless, to such Person's disposition of its property being at all times within its control. Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the distribution of any such Shares, Notes (and all notes issued in which event the person(sexchange therefor or substitution thereof) acquiring such Snares shall be bound by the provisions of bear the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATIONSTATE AND, SUCH SECURITIES ACCORDINGLY, THIS NOTE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO TRANSFERRED IN THE COMPANY ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY TO EFFECTIVE REGISTRATION STATEMENT UNDER THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES AND SAID LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERAN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless the offering and sale The Purchaser acknowledges that none of the Notes, the Notes Issuer Preference Shares to be issued upon or the exercise of the Option shall Conversion Shares will have been effectively registered under the Securities Act or under any state or other applicable securities Laws. The Purchaser: (a) acknowledges that it is acquiring the Notes (and the Notes Issuer Preference Shares and the Conversion Shares) pursuant to an exemption from registration under the Securities Act solely for investment and for the Purchaser’s own account, not as nominee or agent, and with no present intention or view to distribute any of 1933, as amended, the Notes (or the Notes Issuer Preference Shares or the Conversion Shares) to any successor legislation Person in violation of the Securities Act; (b) will not sell or otherwise dispose of any of the "Act")Notes, the Company shall be Notes Issuer Preference Shares or the Conversion Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable state securities Laws, (c) is knowledgeable, sophisticated and experienced in financial and business matters, has previously invested in securities similar to the Notes, the Notes Issuer Preference Shares and the Conversion Shares, fully understands the limitations on transfer and the restrictions on sales of such Notes, the Notes Issuer Preference Shares and Conversion Shares and is able to bear the economic risk of its investment and afford the complete loss of such investment; (d) is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under no obligation the Securities Act); and (e) represents and warrants that neither the Purchaser nor any of its Affiliates is acting in concert, and neither the Purchaser nor any of its Affiliates has any agreement or understanding, with any Person that is not an Affiliate of the Purchaser, and is not otherwise a member of a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with any Person that is not an Affiliate of the Purchaser, with respect to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to any of the Company, at the time Notes Issuer or any of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERrespective securities." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the exercise of the Option shall The Subordinated Units covered by this Agreement have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation amended (the "“Act"”), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(sParticipant represents and warrants that, as of the date hereof, he (1) who exercise is an “accredited investor” within the Option shall represent meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to the Company, at the time of such exercise, that such person(sAct and (2) are is acquiring such Shares Subordinated Units for his or her own account, account for investment and not with a view to, or for sale in connection with, the distribution of such Subordinated Units or any part thereof. The Participant may be required to execute such Shares, in which event documents as the person(s) acquiring such Snares shall be bound by Company determines are necessary and appropriate to effectuate the provisions issuance and transfer of the Subordinated Units to the Participant. The certificates evidencing Subordinated Units issued pursuant to this Agreement will bear the following legend which shall be endorsed upon or such other legend as determined by the certificates) evidencing their option Shares issued pursuant to such exercise; "Company: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THE OFFER AND SALE OF SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE ANY STATE SECURITIES LAWS OF ANY STATEOR BLUE SKY LAWS. WITHOUT SUCH REGISTRATION, SUCH THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO TRANSFERRED IN THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY ABSENCE OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SEMGROUP ENERGY PARTNERS G.P., L.L.C. LONG-TERM INCENTIVE PLAN, THE ASSOCIATED AWARD AGREEMENT AND ANY RULE APPLICABLE SHAREHOLDER AGREEMENT, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoingEFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH PLAN, the AWARD AGREEMENT AND SHAREHOLDER AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER HEREOF. The Company may delay issuance of also impose stop-transfer instructions with respect to any matter contemplated by the Shares until completion of any action Plan or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)Agreement.

Purchase for Investment. Unless (a) Each Purchaser severally represents and warrants that it (i) is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3), or (7) under the offering and sale Securities Act, (ii) is not an “underwriter” as defined in section 2(a)(11) of the Shares Securities Act, and (iii) is purchasing the Series Q Bonds for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be issued upon within such Purchaser’s or their control. (b) Each Purchaser understands that the exercise of the Option shall Series Q Bonds have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the certificatesCompany is not required to and does not intend to register the Series Q Bonds. (c) evidencing their option Shares issued pursuant to such exercise; "Each Purchaser understands that the Series Q Bonds will bear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE HAVE BOND HAS BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933WITH A VIEW TO DISTRIBUTION OR RESALE, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDTRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY TO OR THE COMPANY AVAILABILITY OF AN OPINION OF COUNSEL SATISFACTORY TO EXEMPTION FROM THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting LAWS. Unitil Energy Systems, Inc. Bond Purchase Agreement Upon the generality request of the foregoingany holder of any Series Q Bond, the Company may delay issuance shall, and shall direct the Trustee to, remove the legend from such Series Q Bond or issue to such holder a new Series Q Bond therefor free of any transfer legend, if: (A)(i) such holder is not an “affiliate” (as defined in Rule 144 of the Shares until completion Securities Act) of any action or obtaining of any consent, which the Company deems at the time thereof and has not been an affiliate during the preceding three months and (ii) a period of one year has elapsed since the later of the date the Series Q Bond was acquired from the Company or from an affiliate of the Company (calculated as set forth in Rule 144 of the Securities Act); or (B) the Company shall have received a written opinion of counsel to such holder (which may be internal counsel to such holder) that, in the opinion of such counsel, such legend is not, or is no longer, necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)required.

Purchase for Investment. Unless (a) Such Purchaser has been furnished with all information that it has requested for the offering and sale purpose of evaluating the proposed acquisition of the Preferred Shares and the Warrants pursuant hereto, and such Purchaser has had an opportunity to be issued upon ask questions of and receive answers from the exercise Company regarding the Company and its business, assets, results of operations, financial condition and prospects and the terms and conditions of the Option shall have been effectively registered under issuance of the Securities Act of 1933, as amended, or any successor legislation Preferred Shares and the Warrants. (b) Such Purchaser is acquiring the "Act"), the Company shall be under no obligation to issue the Preferred Shares covered and Warrants solely by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her its own account, for investment purposes only and not for the purpose of resale or distribution; and such Purchaser has no contract, undertaking, agreement or arrangement with a view toany Person to sell, transfer of pledge to such Person or for sale in connection withanyone else any Preferred Shares or Warrants; and such Purchaser has no present plans or intentions to enter into any such contract, undertaking or arrangement. (c) Such Purchaser acknowledges and understands that (i) no registration statement relating to the Preferred Shares, the distribution Warrants, the Conversion Shares or the Warrant Shares has been filed with the Commission under the Securities Act or pursuant to the securities laws of any such state; (ii) the Preferred Shares, in which event the person(s) acquiring such Snares shall Warrants, the Conversion Shares and the Warrant Shares cannot be bound by sold or transferred without compliance with the registration provisions of the following Securities Act or compliance with exemptions, if any, available thereunder; (iii) the certificates representing the respective Preferred Shares will include a legend which shall be endorsed upon thereon that refers to the certificatesforegoing; and (iv) evidencing their option the Company has no obligation or intention to register the Preferred Shares, the Warrants, the Conversion Shares issued pursuant or the Warrant Shares under any federal or state securities act or law, except as provided in the Registration Rights Agreement. (d) Such Purchaser (i) is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act; (ii) has such knowledge and experience in financial and business matters in general that it has the capacity to evaluate the merits and risks of an investment in the Preferred Shares and the Warrants and to protect its own interest in connection with an investment in the Preferred Shares and the Warrants; (iii) has such exercisea financial condition that it has no need for liquidity with respect to its investment in the Preferred Shares and the Warrants to satisfy any existing or contemplated undertaking, obligation or indebtedness; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERand (iv) is able to bear the economic risk of its investment in the Preferred Shares and the Warrants for an indefinite period of time." Without limiting the generality (e) Such Purchaser is not a registered broker-dealer under Section 15 of the foregoingExchange Act. Such Purchaser is not an affiliate of a broker-dealer, the Company may delay issuance or if such Purchaser is an affiliate of a broker-dealer, such Purchaser has no agreement or understanding, directly or indirectly, with any Person to distribute any of the Preferred Shares, Warrants, Conversion Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)Warrant Shares.

Purchase for Investment. Unless (a) Each Purchaser severally represents and warrants that it (i) is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3), or (7) under the offering and sale Securities Act, (ii) is not an “underwriter” as defined in Section 2(a)(11) of the Shares Securities Act, and (iii) is purchasing the Series R Bonds for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be issued upon within such Purchaser’s or their control. (b) Each Purchaser understands that the exercise of the Option shall Series R Bonds have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the certificatesCompany is not required to and does not intend to register the Series R Bonds. (c) evidencing their option Shares issued pursuant to such exercise; "Each Purchaser understands that the Series R Bonds will bear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE HAVE BOND HAS BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933WITH A VIEW TO DISTRIBUTION OR RESALE, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDTRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY TO OR THE COMPANY AVAILABILITY OF AN OPINION OF COUNSEL SATISFACTORY TO EXEMPTION FROM THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting LAWS. Unitil Energy Systems, Inc. Bond Purchase Agreement Upon the generality request of the foregoingany holder of any Series R Bond, the Company may delay issuance shall, and shall direct the Trustee to, remove the legend from such Series R Bond or issue to such holder a new Series R Bond therefor free of any transfer legend, if: (A)(i) such holder is not an “affiliate” (as defined in Rule 144 of the Shares until completion Securities Act) of any action or obtaining of any consent, which the Company deems at the time thereof and has not been an affiliate during the preceding three months and (ii) a period of one year has elapsed since the later of the date the Series R Bond was acquired from the Company or from an affiliate of the Company (calculated as set forth in Rule 144 of the Securities Act); or (B) the Company shall have received a written opinion of counsel to such holder (which may be internal counsel to such holder) that, in the opinion of such counsel, such legend is not, or is no longer, necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)required.

Purchase for Investment. Unless Purchaser represents, and agrees in making this sale that: (a) Purchaser is acquiring the offering Note, Warrant and sale the shares of Common Stock issuable upon exchange of the Shares to be issued upon Warrant, and (b) such Note, Warrant and Common Stock are being acquired for the exercise purpose of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, to or for sale in connection withwith any distribution thereof, provided, that the disposition of Purchaser's property shall at all times be and remain within its control. The consent of the holders of a majority in amount of the Note and Warrant shall be required for any action which alters, changes or amends the preferences, rights, or privileges of the Note and Warrant. Purchaser represents and warrants that Purchaser is an "accredited investor" as defined under the Securities Act of 1933 ("Securities Act") and state "Blue Sky" laws. Purchaser also represents and warrants that Purchaser shall be such an accredited investor at such time as the Warrant held by Purchaser is exchanged. Purchaser represents and warrants that the Note, Warrant and Shares of Common Stock issuable upon exchange of any Warrant ("Securities") to be acquired by Purchaser upon consummation of the transactions described in this Agreement will be acquired by Purchaser for Purchaser's own account, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder, except as contemplated in this Agreement, and that Purchaser will not distribute any of the Securities in violation of the Securities Act. In addition, the distribution of Securities shall bear any such Shares, in which event the person(s) acquiring such Snares shall be bound legend required by the provisions of the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue skyBlue Sky" laws)laws of any state where Purchaser resides as well as any other legend deemed appropriate by the Company or its counsel. Purchaser represents and warrants that the address set forth below Purchaser's name on SCHEDULE 1 is Purchaser's principal residence. Purchaser (i) acknowledges that the Securities issued to Purchaser at the Closing must be held indefinitely by Purchaser unless subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of Securities made pursuant to Rule 144 under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, compliance with some other registration or exemption will be required.

Purchase for Investment. Unless The Purchaser represents that (i) it is acquiring the offering Notes and sale the Note Guarantees for its own account and not with a view to the distribution thereof, (ii) it has such knowledge and experience in financial affairs that it is capable of evaluating the Shares merits and risks of an investment in the Notes, and (iii) its financial situation is such that it can afford to be issued upon bear the exercise economic risk of holding the Option shall Notes for an indefinite period of time and can afford to suffer the complete loss of its investment in the Notes. The Purchaser understands that the Notes and the Note Guarantees have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Obligors are not required to register the Notes or the Note Guarantees. The Purchaser understands that, in addition to any other legends required by applicable state securities laws, a legend will be placed on any certificate or certificates representing the Notes substantially to the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY effect: “THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR APPLICABLE ANY STATE SECURITIES LAWS LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE NOTE PURCHASE AGREEMENT REFERRED TO BELOW. IN CONNECTION WITH ANY RULE OR REGULATION PROMULGATED THEREUNDERTRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY SUCH OPINION OF COUNSEL AS MAY BE REASONABLY REQUESTED TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).”

Purchase for Investment. Unless (a) The Shareholder acknowledges that he has been given access to information relating to the offering and sale business of Parent including the Hi-Rise Reports. (b) The Shareholder is acquiring the Shares to be issued upon the exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent issuable pursuant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares Merger for his or her own accountaccount and, for investment and except as contemplated by Article XII hereof, not with a view to, or for sale in connection with, any "distribution," as such term used in Section 2(11) of the distribution Securities Act, of any Shares in violation of the Securities Act. (c) The Shareholder is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (d) The Shareholder understands (i) that the Shares issued in the Merger will be restricted securities within the meaning of Rule 144 promulgated under the Securities Act ("Rule 144"); (ii) that such Sharessecurities are not registered but will be subject to registration by Parent solely upon the terms set forth in Article XII hereof; (iii) that the Shares must be held indefinitely and that no transfer of the Shares may be made (except through exercise of the rights granted pursuant to Article XII hereof) by the Shareholder unless (A) such Shares have been registered under the Securities Act and any applicable state securities laws, or (B) an exemption from registration is available under the Securities Act and applicable state securities laws, including in accordance with Rule 144; and (iv) that, in which event any event, the person(sexemption from registration under Rule 144 will not be available unless the Shares have been beneficially owned for at least one (1) acquiring such Snares shall be bound by year. (e) The Shareholder understands that the provisions of certificates representing the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; the Merger shall bear a restrictive legend substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting The shares represented by this certificate have not been registered under the generality Securities Act of the foregoing, the Company may delay issuance of the Shares until completion of 1933 or any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities laws. They may not be offered for sale, sold, transferred or pledged without (1) registration under the Securities Act of 1933 and any applicable state securities laws, or (2) an opinion (satisfactory to the Company) of counsel (satisfactory to the Company) that registration is not required."blue sky" laws).

Purchase for Investment. Unless (a) Such Purchaser has been furnished with all information that it has requested for the offering and sale purpose of evaluating the proposed acquisition of the Preferred Shares and the Warrants pursuant hereto, and such Purchaser has had an opportunity to be issued upon ask questions of and receive answers from the exercise Company regarding the Company and its business, assets, results of operations, financial condition and prospects and the terms and conditions of the Option shall have been effectively registered under issuance of the Securities Act of 1933, as amended, or any successor legislation Preferred Shares and the Warrants. (b) Such Purchaser is acquiring the "Act"), the Company shall be under no obligation to issue the Preferred Shares covered and Warrants solely by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her its own account, for investment purposes only and not for the purpose of resale or distribution; and such Purchaser has no contract, undertaking, agreement or arrangement with a view toany Person to sell, transfer of pledge to such Person or for sale in connection withanyone else any Preferred Shares or Warrants; and such Purchaser has no present plans or intentions to enter into any such contract, undertaking or arrangement. (c) Such Purchaser acknowledges and understands that (i) no registration statement relating to the Preferred Shares, the distribution Warrants, the Conversion Shares or the Warrant Shares has been filed with the Commission under the Securities Act or pursuant to the securities laws of any such state; (ii) the Preferred Shares, in which event the person(s) acquiring such Snares shall Warrants, the Conversion Shares and the Warrant Shares cannot be bound by sold or transferred without compliance with the registration provisions of the following Securities Act or compliance with exemptions, if any, available thereunder; (iii) the certificates representing the respective Preferred Shares will include a legend which shall be endorsed upon thereon that refers to the certificatesforegoing; and (iv) evidencing their option the Company has no obligation or intention to register the Preferred Shares, the Warrants, the Conversion Shares issued pursuant or the Warrant Shares under any federal or state securities act or law, except as provided in the Registration Rights Agreement. (d) Such Purchaser (i) is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act; (ii) has such knowledge and experience in financial and business matters in general that it has the capacity to evaluate the merits and risks of an investment in the Preferred Shares and the Warrants and to protect its own interest in connection with an investment in the Preferred Shares and the Warrants; (iii) has such exercisea financial condition that it has no need for liquidity with respect to its investment in the Preferred Shares and the Warrants to satisfy any existing or contemplated undertaking, obligation or indebtedness; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERand (iv) is able to bear the economic risk of its investment in the Preferred Shares and the Warrants for an indefinite period of time." Without limiting the generality (e) Such Purchaser is not a registered broker-dealer under Section 15 of the foregoingExchange Act. Such Purchaser is not an affiliate of a broker-dealer, the Company may delay issuance or if such Purchaser is an affiliate of a broker-dealer, such Purchaser has no agreement or understanding, directly or indirectly, with any Person to distribute any of the Preferred Shares, Warrants, Conversion Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)Warrant Shares.

Purchase for Investment. Unless The Purchaser acknowledges that the offering Purchased Shares and sale the shares of Common Stock issuable upon the conversion of the Purchased Shares to be issued upon the exercise of the Option shall have not been effectively registered under the Securities Act or under any state securities Laws. The Purchaser (1) acknowledges that it is acquiring the Purchased Shares and the shares of 1933Common Stock issuable upon the conversion of the Purchased Shares pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of the Purchased Shares or the shares of Common Stock issuable upon the conversion of the Purchased Shares to any person in violation of applicable securities Laws, as amended(2) will not sell, transfer, or otherwise dispose of any successor legislation (of the "Act")Purchased Shares or shares of Common Stock issuable upon the conversion of the Purchased Shares, except in compliance with this Agreement, the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his registration requirements or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the exemption provisions of the following legend which shall be endorsed Securities Act, any other applicable securities Laws and the Stockholders’ Agreement, (3) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Purchased Shares and the shares of Common Stock issuable upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality conversion of the foregoingPurchased Shares and of making an informed investment decision, (4) is an “accredited investor” (as that term is defined by Rule 501 under the Securities Act), and (5) without prejudice to any claim of Purchaser hereunder for breach of the Company’s representations and warranties or for actual and intentional fraud, (i) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Purchased Shares and the shares of Common Stock issuable upon the conversion of the Purchased Shares, (ii) has had an opportunity to discuss with management of the Company may delay issuance the intended business and financial affairs of the Shares until completion of any action or obtaining of any consent, which Company and to obtain information (to the extent the Company deems possessed such information or could acquire it without unreasonable effort or expense) necessary under to verify any applicable law information furnished to it or to which it had access and (includingiii) can bear the economic risk of (A) an investment in the Purchased Shares and the shares of Common Stock issuable upon the conversion of the Purchased Shares indefinitely and (B) a total loss in respect of such investment. The Purchaser has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to, without limitation, its investment in the Act Purchased Shares and all applicable state securities or "blue sky" laws)the shares of Common Stock issuable upon the conversion of the Purchased Shares and to protect its own interest in connection with such investment.

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, now in force or any successor legislation hereafter amended (hereinafter the "1933 Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. : (a) The person(s) who exercise the Option shall represent warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her their own accountrespective accounts, for investment investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificatescertificate(s) evidencing their option the Shares issued pursuant to such exercise; : "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 19331933 OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED, PLEDGED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM AS DETERMINED IN ACCORDANCE WITH THE INVESTOR RIGHTS AGREEMENT AS AMENDED AND RESTATED FROM TIME TO TIME RESTRICTING THEIR TRANSFER. COPIES OF THE INVESTOR RIGHTS AGREEMENT, AS AMENDED, OR MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE SECURITIES LAWS HOLDER OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY RECORD OF THIS CERTIFICATE TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION SECRETARY OF THE SECURITIES ACT CORPORATION AT THE CORPORATION'S PRINCIPAL PLACE OF 1933BUSINESS. FURTHER, THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF STOCK OF THE CORPORATION AND THE VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES OF STOCK (AND THE AUTHORITY OF THE BOARD OF DIRECTORS OF THE CORPORATION TO DETERMINE VARIATIONS FOR FUTURE SERIES), ARE SET FORTH IN THE CORPORATION'S CERTIFICATE OF INCORPORATION, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.A COPY OF WHICH WILL BE FURNISHED BY THE CORPORATION TO THE HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON THE WRITTEN REQUEST OF SUCH HOLDER;" and (b) If the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the 1933 Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable . state securities or "blue sky" laws).

Purchase for Investment. (a) Unless the offering and sale of the Option Shares to be issued upon the particular exercise of the Incentive Option shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or an exemption from such registration is available, the Company shall be under no obligation to issue the Option Shares covered by such exercise unless and until the following conditions have been fulfilled. : (1) The person(s) who exercise the Incentive Option shall represent warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Option Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Option Shares, in which event the person(s) acquiring such Snares Option Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificatescertificate(s) evidencing their option Option Shares issued pursuant to such exercise; : "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF The shares represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended (the "Act") . Such shares may not be sold, OR THE SECURITIES LAWS OF ANY STATEtransferred or otherwise disposed of unless they have first been registered under the Act or, unless, in the opinion of counsel satisfactory to the Company's counsel, such registration is not required." (2) The Company shall have received an opinion of its counsel that the Option Shares may be issued upon such particular exercise in compliance with the Act without registration thereunder. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, the Company may delay issuance of the Option Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, including without limitation, the Act and all applicable limitation state securities or "blue sky" laws) (b) Xxxxxxxx acknowledges that he has been informed of the applicable provisions of Rule 144 promulgated under the Act, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any six month period must not exceed the volume limitations contained in the Rule; and (v) prior notice of an intended sale must be fully filed with the Commission in the manner prescribed by law. Xxxxxxxx realizes that, in the event Rule 144 is not available, registration under the Act or an exemption therefrom will be required for any sale and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, Xxxxxxxx understands that, if the terms and conditions of Rule 144 are not fully met, sale of the shares acquired hereby may not be readily possible. (c) Xxxxxxxx further acknowledges that he has reviewed such information regarding the Company's activities as he deems necessary to satisfy himself regarding the desirability of purchasing the Common Stock pursuant hereto, which information has included, without limitation, copies of the annual reports of the Company on Forms 10-K for the years ended May 31, 1996 and 1997 and on Forms l0-Q, as filed with the Securities and Exchange Commission during the fiscal years 1996 and 1997.

Purchase for Investment. Unless (a) Each Purchaser severally represents and warrants that it (i) is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3), or (7) under the offering and sale Securities Act, (ii) is not an “underwriter” as defined in Section 2(a)(11) of the Shares Securities Act, and (iii) is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be issued upon within such Purchaser’s or their control. (b) Each Purchaser understands that the exercise of the Option shall Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the certificatesCompany is not required to and does not intend to register the Notes. (c) evidencing their option Shares issued pursuant to such exercise; "Each Purchaser understands that the Notes will bear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE HAVE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933WITH A VIEW TO DISTRIBUTION OR RESALE, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDTRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY TO OR THE COMPANY AVAILABILITY OF AN OPINION OF COUNSEL SATISFACTORY TO EXEMPTION FROM THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERLAWS." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless The Shares and the offering and sale shares of Common ----------------------- Stock issuable upon the conversion of the Series A Preferred Shares to will be issued upon the exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered acquired by such exercise unless and until Investor for its own account for the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time purpose of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, to the resale or for sale in connection with, the distribution of all or any part of the Shares or the shares of Common Stock issuable upon the conversion of the Series A Preferred Shares in violation of the Securities Act, it being understood that the right to dispose of such Shares, in which event Shares and the person(s) acquiring such Snares shares of Common Stock issuable upon conversion of the Series A Preferred Shares shall be bound by entirely within the provisions discretion of such Investor. Such Investor represents and warrants that it is an "accredited investor" as such term is defined in Rule 501 of Regulation D of the following legend which shall be endorsed Securities Act and has had an opportunity to discuss the Business or Condition of the Company with the Company's management. Such Investor understands that the Shares and the shares of Common Stock issuable upon the certificates) evidencing their option conversion of the Series A Preferred Shares issued pursuant to have not been registered under the Securities Act in reliance on an applicable exemption or exemptions therefrom and that the certificates for such exercise; securities shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR ANY RULE (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR REGULATION PROMULGATED THEREUNDERUNDER APPLICABLE STATE SECURITIES LAWS." Without limiting The Company shall remove such legend upon receipt of an opinion from counsel to such Investor, reasonably satisfactory in form and substance to counsel to the generality of Company, that the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)requirements for such legend have terminated.

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the exercise of the Option shall The Common Units covered by this Agreement have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation amended (the "“Act"”), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(sParticipant represents and warrants that, as of the date hereof, he (1) who exercise is an “accredited investor” within the Option shall represent meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to the Company, at the time of such exercise, that such person(sAct and (2) are is acquiring such Shares Common Units for his or her own account, account for investment and not with a view to, or for sale in connection with, the distribution of such Common Units or any part thereof. The Participant may be required to execute such Shares, in which event documents as the person(s) acquiring such Snares shall be bound by Company determines are necessary and appropriate to effectuate the provisions issuance and transfer of the Common Units to the Participant. The certificates evidencing Common Units issued pursuant to this Agreement will bear the following legend which shall be endorsed upon or such other legend as determined by the certificates) evidencing their option Shares issued pursuant to such exercise; "Company: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THE OFFER AND SALE OF SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE ANY STATE SECURITIES LAWS OF ANY STATEOR BLUE SKY LAWS. WITHOUT SUCH REGISTRATION, SUCH THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO TRANSFERRED IN THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY ABSENCE OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SEMGROUP ENERGY PARTNERS G.P., L.L.C. LONG-TERM INCENTIVE PLAN, THE ASSOCIATED AWARD AGREEMENT AND ANY RULE APPLICABLE SHAREHOLDER AGREEMENT, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoingEFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH PLAN, the AWARD AGREEMENT AND SHAREHOLDER AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER HEREOF. The Company may delay issuance of also impose stop-transfer instructions with respect to any matter contemplated by the Shares until completion of any action Plan or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)Agreement.

Purchase for Investment. Unless (a) The Optionee represents to the offering and sale Company that any of the Option Shares to be issued at any time purchased upon the exercise of any portion of the Option shall have been effectively registered under will be acquired for the Securities Act purpose of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, any distribution thereof except to the distribution extent that the Option Shares purchased by the Optionee may be sold under a valid registration statement filed with the Securities and Exchange Commission pursuant to the Securities Act. (b) Prior to the delivery of any such Shares, in which event Option Shares upon the person(s) acquiring such Snares shall be bound by the provisions exercise of any portion of the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoingOption, the Company may delay issuance require that there be delivered to it a representation in writing, in substance and form satisfactory to counsel for the Company and signed by the Optionee, that such shares are being acquired in good faith for investment and not with a view to distribution, except to the extent that the Option Shares purchased by him may be sold under a valid registration statement filed with the Securities and Exchange Commission pursuant to the Securities Act, and that the Optionee will not make or solicit any offers or transfers of any of the Option Shares in violation of the Securities Act, or any similar federal statute then in force, and regulations of the Securities and Exchange Commission thereunder. (c) Any such representation shall include a statement by the Optionee that, in making such representation: (i) he or she is aware that in the view of the Securities and Exchange Commission the statutory basis for exemption from registration of the Option Shares under the Securities Act would not be present if such representation meant merely that his present intention is to hold the Option Shares purchased by him for any fixed period after the date of the delivery of such shares to him in order to be entitled to treat any gain on the sale thereof as capital gain under the Internal Revenue Code, or for a deferred sale, or for a market rise expected within a fixed period, or for sale if such rise does not occur, or for any fixed period; (ii) he or she means that he or she does not intend to dispose of all or any part of the Option Shares, except as aforesaid, unless and until completion there shall have been a sufficient change in the pertinent circumstances, not now in contemplation, so that, in the opinion of counsel for the Company, such sale or disposition would not evidence a lack of a true investment intent on his part; and (iii) he or she understands that any action or obtaining routine sales of any consentthe Option Shares made in reliance upon Securities and Exchange Commission Rule 144 can be made only in limited amounts in accordance with the terms and conditions of that Rule, which and that the Company deems does not intend to supply the Optionee with any information necessary to enable such Optionee to make routine sales of the Optioned Shares under Rule 144. (d) The Company may place a legend on any applicable law (including, without limitation, certificate or certificates issued pursuant hereto that the Act transfer of such certificate or certificates is restricted in accordance with the terms of this Section 12 and all applicable state securities or may make a "blue skystop transfer" laws)notation on the appropriate books of the Company.

Purchase for Investment. Unless (a) Each Purchaser severally represents and warrants that it (i) is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3), or (7) under the offering and sale Securities Act, (ii) is not an “underwriter” as defined in section 2(a)(11) of the Shares Securities Act, and (iii) is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be issued upon within such Purchaser’s or their control. (b) Each Purchaser understands that the exercise of the Option shall Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the certificatesCompany is not required to and does not intend to register the Notes. Northern Utilities, Inc. Note Purchase Agreement (c) evidencing their option Shares issued pursuant to such exercise; "Each Purchaser understands that the Notes will bear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE HAVE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933WITH A VIEW TO DISTRIBUTION OR RESALE, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDTRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY TO OR THE COMPANY AVAILABILITY OF AN OPINION OF COUNSEL SATISFACTORY TO EXEMPTION FROM THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERLAWS." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. (a) Unless the offering and sale of the Option Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or an exemption from such registration is available, the Company shall be under no obligation to issue the Option Shares covered by such exercise unless and until the following conditions have been fulfilled. : (i) The person(s) who exercise the Option shall represent warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Option Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Option Shares, in which event the person(s) acquiring such Snares Option Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificatescertificate(s) evidencing their option Option Shares issued pursuant to such exercise; : "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF The shares represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended (the "Act"). Such shares may not be sold, OR THE SECURITIES LAWS OF ANY STATEtransferred or otherwise disposed of unless they have first been registered under the Act or, unless, in the opinion of counsel satisfactory to the Company's counsel, such registration is not required." (ii) The Company shall have received an opinion of its counsel that the Option Shares may be issued upon such particular exercise in compliance with the Act without registration thereunder. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, the Company may delay issuance of the Option Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, including without limitation, the Act and all applicable limitation state securities or "blue sky" laws). (b) Xxxxxx acknowledges that he has been informed of the applicable provisions of Rule 144 promulgated under the Act, including, without limitation, its requirements that (i) shares must have been owned and paid for a period of at least one year before sale may occur; (ii) the Company must be at the time of sale and for a specified prior period a reporting company under the Exchange Act of 1934 and current in its filings thereunder; (iii) sale must occur in a customary sale through a broker; (iv) the number of shares which may be sold within any three (3) month period must not exceed the volume limitations contained in the Rule; and (v) prior notice of an intended sale must be fully filed with the Commission in the manner prescribed by law. Xxxxxx realizes that, in the event Rule 144 is not available, registration under the Act or an exemption therefrom will be required for any sale and the Company is not obligated to register any shares or to assist in obtaining an exemption from such registration if such exemption is otherwise available. Accordingly, Xxxxxx understands that, if the terms and conditions of Rule 144 are not fully met, sale of the shares acquired hereby may not be readily possible.

Purchase for Investment. Unless The Recipient warrants to the offering and sale Company that (a) the Recipient understands that the shares of Common Stock underlying the Shares to be issued upon the exercise of the Option shall RSUs have not been effectively registered under the Securities Act of 1933, as amended, 1933 or any successor legislation certain state securities laws in reliance on exemptions thereunder and (b) the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are Recipient is acquiring such Shares for his or her own account, shares for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall shares. The Recipient agrees to be bound by the provisions of the following legend legends (or similar legends) which shall be endorsed upon the certificatescertificate(s) evidencing their option Shares issued such shares, in addition to any other legends applicable to such shares pursuant to such exercise; "this Agreement, the Plan or otherwise: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO SOLD (WITHIN THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY MEANING OF SUCH OTHER EVIDENCE ACT) IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT OR AN EXEMPTION THEREFROM. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CERTAIN RESTRICTIONS ON THE VOTING OF SUCH SECURITIES CONTAINED IN THE SHAREHOLDERS AGREEMENT AND THE 2011 SHAREHOLDERS AGREEMENT, EACH DATED AS MAY OF OCTOBER 3, 2011, INCLUDING AMENDMENTS THERETO, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S STOCKHOLDERS. COPIES OF SUCH SHAREHOLDERS AGREEMENTS WILL BE SATISFACTORY TO FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE EFFECT THAT ANY HOLDER HEREOF UPON WRITTEN REQUEST. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, PREFERENCES AND/OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERRIGHTS." ” Without limiting the generality of the foregoing, the Recipient acknowledges that the Company may delay issuance of the Shares shares until completion of any action or obtaining of any consent, which consent that the Company deems necessary under any applicable law (including, including without limitation, the Act and all applicable limitation state securities or "“blue sky" ” laws).

Purchase for Investment. Unless The Subscriber acknowledges that there are substantial restrictions on the offering and sale transferability of the Subscriber's Capital Commitment and Shares to be issued upon under this Agreement, the exercise Charter, the Bylaws and applicable law and understands that: (i) the Subscriber must bear the economic risk of its investment until the completion of winding up of the Option shall Company or an Exchange Listing; (ii) the Shares have not been effectively registered under the Securities Act, and, therefore, cannot be resold, disposed of or otherwise Transferred unless they are subsequently registered under the Securities Act of 1933, as amended, or any successor legislation sold in a transaction exempt from or not subject to the registration requirements thereunder; (the "Act"), the Company shall be under no obligation to issue iii) the Shares covered by such exercise unless and until have not been registered under the following conditions have been fulfilled. The person(s) who exercise securities laws of the Option shall represent to various states or the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution laws of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions jurisdiction outside of the following legend United States and that the Subscriber is responsible for complying with any such laws, which shall be endorsed upon may impose restrictions on the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, the Company may delay issuance Transfer of the Shares until completion by the Subscriber; (iv) the Subscriber is purchasing the Shares for its own account and without a view toward distribution thereof; (v) the Subscriber may not resell or otherwise dispose of all or any action or obtaining part of any consentthe Shares, which the Company deems necessary under any applicable law (except as permitted by law, including, without limitation, any regulations under the Securities Act and the applicable securities acts or similar statutes of the jurisdiction in which the Subscriber resides, including all regulations and rules under such laws, together with applicable published policy statements, instruments, notices and blanket orders or rulings of general applicability (collectively, "Applicable Securities Laws"), and any and all applicable state securities provisions of this Agreement; (vi) the Transfer of the Shares and the substitution of another subscriber for the Subscriber are restricted by the terms of this Agreement; (vii) neither the Subscriber nor any Other Subscriber has rights to require that the Shares be registered under the Securities Act; and (viii) there is currently no public or "blue sky" laws)other market for the Shares, and it is possible that no such secondary market for the Shares will ever develop, or at least until such time, if any, as the Company completes an Exchange Listing. The Subscriber understands that for the foregoing reasons, the Subscriber will be required to retain ownership of the Shares and bear the economic risk of its investment in the Company, including risk of loss, for an indefinite period of time and it may not be possible for the Subscriber to liquidate its investment in the Company. The Subscriber understands that the Shares will not be evidenced by a certificate subject to Article 8 of the Uniform Commercial Code.

Purchase for Investment. Unless (a) Each Purchaser severally represents and warrants that it (i) is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3), or (7) under the offering and sale Securities Act, (ii) is not an “underwriter” as defined in section 2(a)(11) of the Shares Securities Act, and (iii) is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be issued upon within such Purchaser’s or their control. (b) Each Purchaser understands that the exercise of the Option shall Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the certificatesCompany is not required to and does not intend to register the Notes. Granite State Gas Transmission, Inc. Note Purchase Agreement (c) evidencing their option Shares issued pursuant to such exercise; "Each Purchaser understands that the Notes will bear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE HAVE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933WITH A VIEW TO DISTRIBUTION OR RESALE, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDTRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY TO OR THE COMPANY AVAILABILITY OF AN OPINION OF COUNSEL SATISFACTORY TO EXEMPTION FROM THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERLAWS." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless (a) Redeeming Member is acquiring the offering FP Units and, if issued, Earnout Units for Redeeming Member's own account (or if Redeeming Member is a trustee, for a trust account) for investment only, and not with a view to or for sale in connection with any distribution of all or any part of such FP Units or Earnout Units (or Common Shares issued by FMP to Redeeming Member in connection with a Redemption (as defined in the LP Agreement) (such Common Shares, "Redemption Shares")). (b) Redeeming Member hereby agrees that Redeeming Member shall not, directly or indirectly, transfer all or any part of such FP Units, Redemption Shares or Earnout Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the FP Units, Redemption Shares to be issued upon or Earnout Units) except in accordance with (i) the exercise registration provisions of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation amended (the "Securities Act"), and the Company shall be under no obligation to issue regulations thereunder or an exemption from such registration provisions; (ii) any applicable state or non-U.S. securities laws; (iii) the terms of this Agreement; and (iv) the LP Agreement or the FMP Organizational Documents, as applicable. (c) Redeeming Member understands that (i) Redeeming Member must bear the economic risk of an investment in the FP Units, Redemption Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the CompanyEarnout Units for an indefinite period of time because, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection withamong other reasons, the distribution transfer of any such the FP Units and Redemption Shares and the issuance of Earnout Units have not been registered under the Securities Act and, therefore, the Redemption Shares, in which event Earnout Units and FP Units cannot be sold unless such resale is subsequently registered under the person(sSecurities Act or an exemption from such registration is available; and (ii) acquiring such Snares shall be bound sales or transfers of the FP Units and Redemption Shares and the issuance of Earnout Units are further restricted by the provisions of the following LP Agreement or the FMP Organizational Documents, as applicable, and may be restricted by other applicable securities laws. If at any time the FP Units, Earnout Units or Redemption Shares are evidenced by certificates or other documents, each such certificate or other document shall contain a legend which shall be endorsed upon stating that (x) the certificatesFP Units, Earnout Units or Redemption Shares, as applicable, (1) evidencing their option Shares have not been registered under the Securities Act or the securities laws of any state; (2) have been issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting a claim of exemption from the generality registration provisions of the foregoingSecurities Act and any state securities law which may be applicable; and (3) may not be sold, transferred or assigned without compliance with the registration provisions of the Securities Act and the regulations thereunder and any other applicable Federal or state securities laws or compliance with applicable exemptions therefrom; and (y) sale, transfer or assignment of such FP Units or Redemption Shares or the issuance of Earnout Units, as applicable, is further subject to restrictions contained in the LP Agreement or the FMP Organizational Documents, as applicable, and such FP Units, Earnout Units or Redemption Shares may not be sold, transferred or assigned unless and to the extent permitted by, and in accordance with, the Company may delay issuance provisions of the Shares until completion of any action LP Agreement or obtaining of any consentthe FMP Organizational Documents, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)as applicable.

Purchase for Investment. Unless (a) Each Purchaser severally represents that it is purchasing the offering and sale Notes for its own account or for one or more separate accounts maintained by it or for the account of one or more pension or trust funds that are “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act), in each case for which it manages some or all of the Shares investments thereof, for investment, and not with a view to be issued upon the exercise distribution thereof within the meaning of the Option Securities Act, provided that the disposition of such Purchaser’s or such pension or trust funds’ property shall at all times be within such Purchaser’s or such pension or trust funds’ control. Each Purchaser understands that the Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the Securities Act or if an exemption from registration is available, and that the Company is not required to register the Notes. (b) Each Purchaser agrees to the imprinting, so long as required by law, of a legend on the Notes to the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY effect: “THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOTE HAS NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. WITHOUT NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER SUCH REGISTRATIONACT, AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED REGISTRATION OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE QUALIFICATION AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF NECESSARY UNDER THE SECURITIES ACT LAWS OF 1933, AS AMENDEDANY STATE HAS BECOME EFFECTIVE, OR APPLICABLE AN EXEMPTION FROM SUCH REGISTRATIONS AND/OR QUALIFICATIONS IS AVAILABLE UNDER SUCH ACT AND SUCH LAWS. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE SECURITIES LAWS REGULATORY AUTHORITY HAS PASSED ON OR ANY RULE OR REGULATION PROMULGATED THEREUNDERENDORSED THE MERITS OF THIS NOTE." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).”

Purchase for Investment. Unless Each Purchaser severally represents, as of the date hereof, that it (a) is an institutional “accredited investor” within the meaning of Rule 501 of the Securities Act and is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds (which others are also institutional “accredited investors”) and not with a view to the distribution thereof (except for any transfer of the Notes effected pursuant to an applicable exemption from the registration requirements of the Securities Act), (b) has received and reviewed the Investor Presentation; (c) has relied upon the Investor Presentation and the representations and warranties of the Company set forth herein in making a decision to purchase the Notes and has a full understanding and appreciation of the risks inherent in such an investment, and (d) has been given an opportunity to ask, and has to the extent such Purchaser considered necessary, asked questions of, and has received answers from, officers of the Company concerning the terms and conditions of the offering and sale of Notes and the Shares to be issued upon the exercise affairs of the Option Company and its proposed activities (provided that it is understood that no information obtained by any Purchaser in any manner indicated in this clause (d) in any way limits the scope and substance of the representations and warranties made by the Company set forth in this Agreement upon which each Purchaser may rely in full regardless of any such information), provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to Securities Act or if an exemption from registration is available, except under circumstances where neither such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933registration nor such an exemption is required by law, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, and that the Company may delay issuance of is not required to register the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).Notes. Regal Rexnord Corporation Note Purchase Agreement

Purchase for Investment. Unless The Buyer understands that except as provided in the offering Registration Rights Agreement: (i) the Securities have not been and sale of the Shares to be issued upon the exercise of the Option shall have been effectively are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Buyer shall have delivered to the Company an opinion of 1933counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”) or to an accredited investor in a private transaction exempt from the registration requirements of the Securities Act; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any successor legislation (state securities laws or to comply with the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless terms and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATEexemption thereunder. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of Notwithstanding the foregoing, the Company Securities may delay issuance be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Shares until completion of any action or obtaining of any consentSecurities hereunder, which and the Buyer shall not be required to provide the Company deems necessary under with any applicable law notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(f), for effecting a pledge of Securities. The Buyer (1) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the Act merits and all applicable state securities or "blue sky" laws).risks of its investment in the Securities and of making an informed investment decision and (2) (I) has performed such investigations it deems necessary in order to make an informed investment decision and (II) can bear the economic risk of (x) an

Purchase for Investment. Unless (a) Contributing Member is acquiring the offering LF OP Units for Contributing Member's own account (or if Contributing Member is a trustee, for a trust account) for investment only, and not with a view to or for sale in connection with any distribution of all or any part of such LF OP Units (or Common Shares issued by FMP to Contributing Member in connection with a Redemption (as defined in the LP Agreement) (such Common Shares, "Redemption Shares")). (b) Contributing Member hereby agrees that Contributing Member shall not, directly or indirectly, transfer all or any part of such LF OP Units or Redemption Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Shares to be issued upon LF OP Units or Redemption Shares) except in accordance with (i) the exercise registration provisions of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation amended (the "Securities Act"), and the Company shall be under no obligation to issue regulations thereunder or an exemption from such registration provisions; (ii) any applicable state or non-U.S. securities laws; (iii) the Shares covered by such exercise unless terms of this Agreement; and until (iv) the following conditions have been fulfilled. The person(sLP Agreement or the FMP Organizational Documents, as applicable. (c) who exercise Contributing Member understands that (i) Contributing Member must bear the Option shall represent to economic risk of an investment in the Company, at the time of such exercise, that such person(s) are acquiring such LF OP Units and Redemption Shares for his or her own accountan indefinite period of time because, for investment and not with a view to, or for sale in connection withamong other reasons, the distribution transfer of any the LF OP Units and Redemption Shares have not been registered under the Securities Act and, therefore, the Redemption Shares and LF OP Units cannot be sold unless such Shares, in which event resale is subsequently registered under the person(sSecurities Act or an exemption from such registration is available; and (ii) acquiring such Snares shall be bound sales or transfers of the LF OP Units and Redemption Shares are further restricted by the provisions of the following LP Agreement or the FMP Organizational Documents, as applicable, and may be restricted by other applicable securities laws. If at any time the LF OP Units or Redemption Shares are evidenced by certificates or other documents, each such certificate or other document shall contain a legend which shall be endorsed upon stating that (x) the certificatesLF OP Units or Redemption Shares, as applicable, (1) evidencing their option Shares have not been registered under the Securities Act or the securities laws of any state; (2) have been issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting a claim of exemption from the generality registration provisions of the foregoingSecurities Act and any state securities law which may be applicable; and (3) may not be sold, transferred or assigned without compliance with the registration provisions of the Securities Act and the regulations thereunder and any other applicable Federal or state securities laws or compliance with applicable exemptions therefrom; and (y) sale, transfer or assignment of such LF OP Units or Redemption Shares, as applicable, is further subject to restrictions contained in the LP Agreement or the FMP Organizational Documents, as applicable, and such LF OP Units or Redemption Shares may not be sold, transferred or assigned unless and to the extent permitted by, and in accordance with, the Company may delay issuance provisions of the Shares until completion of any action LP Agreement or obtaining of any consentthe FMP Organizational Documents, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)as applicable.

Purchase for Investment. Unless Purchase for Investment. Each Purchaser severally represents that it is purchasing the offering Class C Notes for its own account and sale not with a view to the distribution thereof in violation of the Shares Securities Act, it being recognized that the Initial Purchaser is selling the Class C Notes hereunder solely to be issued upon Qualified Institutional Buyers pursuant to Rule 144A promulgated by the exercise of SEC under the Option shall Securities Act, as amended from time to time (“Rule 144A”). Each Purchaser understands that the Class C Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Class C Notes. Each Purchaser represents that it is a Qualified Institutional Buyer acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which shall others are also Qualified Institutional Buyers) and is aware that the sale of the Class C Notes to such Purchaser will be endorsed made in reliance on Rule 144A. Each Purchaser further represents that such Purchaser has had the opportunity to ask questions of the Company and received answers concerning the terms and conditions of the sale of the Class C Notes. Each Purchaser agrees that it will only offer, sell or otherwise transfer the Notes (a) to the Company or the Initial Purchaser, or by, through or in a transaction approved by, the Initial Purchaser, or (b) as long as the Notes are eligible for resale pursuant to Rule 144A, to a Person it reasonably believes is a Qualified Institutional Buyer under Rule 144A that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the transfer is being made in reliance on Rule 144A. Each Purchaser acknowledges that the Company and the Initial Purchaser will rely upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality truth and accuracy of the foregoingforegoing acknowledgements, representations and agreements and agrees that, if any of the acknowledgements, representations or agreements are no longer accurate, it shall promptly notify the Company may delay issuance and the Initial Purchaser; and if any Purchaser is acquiring any Notes as a fiduciary or agent for one or more Persons who qualifies as Qualified Institutional Buyers, such Purchaser represents that it has sole investment discretion with respect to each such Person and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such Person. Each Purchaser acknowledges that (i) the Initial Purchaser, Xxxxx Xxxxxxx & Co., is a subsidiary of the Shares until completion Company, (ii) its registered representative at Xxxxx Xxxxxxx & Co. in connection with this purchase is an employee of any action or obtaining Xxxxx Xxxxxxx & Co., (iii) Xxxxx Xxxxxxx & Co. may compensate such Purchaser’s registered representative by reference to the dollar amount of any consent, which the Company deems necessary under any applicable law Class C Notes such Purchaser is purchasing from the Initial Purchaser and (including, without limitation, iv) it is aware that the Act and all applicable state securities or "blue sky" laws)relationships referred to above pose a potential conflict of interest.

Purchase for Investment. Unless the offering and sale (a) Such Partner is acquiring his portion of the JB/SJ OP Units and, if issued, Earnout Units for such Partner's own account for investment only, and not with a view to or for sale in connection with any distribution of all or any part of such OP Units or Earnout Units (or Common Shares issued by FMP to be issued upon such Partner in connection with a Redemption (as defined in the exercise LP Agreement) (such Common Shares, "Redemption Shares")). (b) Such Partner hereby agrees that he shall not, directly or indirectly, transfer all or any part of his portion of the Option shall have been effectively registered under JB/SJ OP Units, Redemption Shares or Earnout Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the JB/SJ OP Units, Redemption Shares or Earnout Units) except in accordance with (i) the registration provisions of the Securities Act of 1933, as amended, or any successor legislation amended (the "Securities Act"), and the Company shall be under no obligation to issue regulations thereunder or an exemption from such registration provisions; (ii) any applicable state or non-U.S. securities laws; (iii) the terms of this Agreement; and (iv) the LP Agreement or the FMP Organizational Documents as applicable. (c) Such Partner understands that (i) he must bear the economic risk of an investment in his portion of the JB/SJ OP Units, Redemption Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the CompanyEarnout Units for an indefinite period of time because, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection withamong other reasons, the distribution of any JB/SJ OP Units, Redemption Shares and Earnout Units have not been registered under the Securities Act and, therefore, the JB/SJ OP Units, Redemption Shares and Earnout Units cannot be sold unless such Sharesresale is subsequently registered under the Securities Act or an exemption from such registration is available; and (ii) the JB/SJ OP Units, in which event the person(s) acquiring such Snares shall be bound Redemption Shares and Earnout Units are further restricted by the provisions of the following LP Agreement or the FMP Organizational Documents, as applicable, and may be restricted by other applicable securities laws. If at any time the JB/SJ OP Units, Redemption Shares or Earnout Units are evidenced by certificates or other documents, each such certificate or other document shall contain a legend which shall be endorsed upon stating that (x) the certificatesJB/SJ OP Units, Redemption Shares or Earnout Units, as applicable, (1) evidencing their option Shares have not been registered under the Securities Act or the securities laws of any state; (2) have been issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting a claim of exemption from the generality registration provisions of the foregoingSecurities Act and any state securities law which may be applicable; and (3) may not be sold, transferred or assigned without compliance with the registration provisions of the Securities Act and the regulations thereunder and any other applicable Federal or state securities laws or compliance with applicable exemptions therefrom; and (y) sale, transfer or assignment of the JB/SJ OP Units or Redemption Shares or the issuance of Earnout Units, as applicable, is further subject to restrictions contained in the LP Agreement or the FMP Organizational Documents, as applicable, and such JB/SJ OP Units, Redemption Shares or Earnout Units may not be sold, transferred or assigned unless and to the extent permitted by, and in accordance with, the Company may delay issuance provisions of the Shares until completion of any action LP Agreement or obtaining of any consentthe FMP Organizational Documents, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)as applicable.

Purchase for Investment. Unless The Investor is purchasing the offering Note, and sale if and when the Note is converted will acquire the units of the Shares to be issued upon Company, for investment for the exercise account of the Option shall have been effectively Investor and not for the account of any other person, and not with a view toward resale or other distribution thereof. The Investor understands that the Note being purchased has not been, and when issued the units issuable upon conversion will not be, registered under the Securities Act of 1933and applicable state securities laws and, as amendedtherefore, cannot be resold unless subsequently registered under the Securities Act and applicable state securities laws or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by unless an exemption from such exercise unless and until the following conditions have been fulfilledregistration is available. The person(s) who exercise the Option shall represent Investor further understands and agrees that, until so registered or transferred pursuant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of Rule 144 under the following legend which Securities Act, the Note and all certificates evidencing any of the units, whether upon initial issuance or upon any transfer thereof, shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY bear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS LAWS. THIS SECURITY MAY ONLY BE SOLD, PLEDGED, OR ANY RULE OTHERWISE TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR REGULATION PROMULGATED THEREUNDER." Without limiting PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT AND SUCH LAWS. ADDITIONAL CONDITIONS ARE IMPOSED BY THIS SECURITY AND THE AGREEMENT PURSUANT TO WHICH THIS SECURITY WAS SOLD, AND THE COMPANY MAY REFUSE TO THE TRANSFER OF THIS SECURITY UNLESS SUCH CONDITIONS ARE FULFILLED. The Investor understands and agrees that the generality of Company does not have any present intention and is under no obligation to register the foregoingNote, the units issuable upon conversion, whether upon initial issuance or upon any transfer thereof under the Securities Act and applicable state securities laws, and that Rule 144 may not be available as a basis for exemption from registration. The Investor acknowledges and agrees that the Company may delay issuance condition the transfer of the Shares until completion Note, or the units, upon the receipt of an opinion, satisfactory in form and substance to the Company and from counsel satisfactory to the Company, in each of such instances in the sole discretion of the Company, that such proposed transfer shall not result in the violation of any action federal or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)law.

Purchase for Investment. Unless (a) Each Purchaser severally represents and warrants that it (i) is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3), or (7) under the offering and sale Securities Act, (ii) is not an “underwriter” as defined in section 2(a)(11) of the Shares Securities Act, and (iii) is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not Northern Utilities, Inc. Note Purchase Agreement with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be issued upon within such Purchaser’s or their control. (b) Each Purchaser understands that the exercise of the Option shall Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the certificatesCompany is not required to and does not intend to register the Notes. (c) evidencing their option Shares issued pursuant to such exercise; "Each Purchaser understands that the Notes will bear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE HAVE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933WITH A VIEW TO DISTRIBUTION OR RESALE, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDTRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY TO OR THE COMPANY AVAILABILITY OF AN OPINION OF COUNSEL SATISFACTORY TO EXEMPTION FROM THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERLAWS." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificatescertificate(s) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).SUCH

Purchase for Investment. Unless The Recipient warrants to the offering and sale of Company that (a) the Recipient understands that the Shares to be issued upon of Common Stock underlying the exercise of the Option shall RSUs have not been effectively registered under the Securities Act of 1933, as amended, 1933 or any successor legislation certain state securities laws in reliance on exemptions thereunder and (b) the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are Recipient is acquiring such Shares for his or her own account, of Common Stock for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall shares. The Recipient agrees to be bound by the provisions of the following legend legends (or similar legends) which shall be endorsed upon the certificatescertificate(s) evidencing their option Shares issued such shares, in addition to any other legends applicable to such shares pursuant to such exercise; "this Agreement, the Plan or otherwise: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO SOLD (WITHIN THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY MEANING OF SUCH OTHER EVIDENCE ACT) IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT OR AN EXEMPTION THEREFROM. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CERTAIN RESTRICTIONS ON THE VOTING OF SUCH SECURITIES CONTAINED IN THE SHAREHOLDERS AGREEMENT AND THE 2011 SHAREHOLDERS AGREEMENT, EACH DATED AS MAY OF OCTOBER 3, 2011, INCLUDING AMENDMENTS THERETO, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S STOCKHOLDERS. COPIES OF SUCH SHAREHOLDERS AGREEMENTS WILL BE SATISFACTORY TO FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE EFFECT THAT ANY HOLDER HEREOF UPON WRITTEN REQUEST. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, PREFERENCES AND/OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERRIGHTS." ” Without limiting the generality of the foregoing, the Recipient acknowledges that the Company may delay issuance of the Shares of Common Stock until completion of any action or obtaining of any consent, which consent that the Company deems necessary under any applicable law (including, including without limitation, the Act and all applicable limitation state securities or "“blue sky" ” laws).

Purchase for Investment. Unless The Phantom Units covered by this Agreement and the offering and sale of the Shares Common Units deliverable pursuant to be issued upon the exercise of the Option shall Section 3(c) have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation amended (the "“Act"”), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(sParticipant represents and warrants that, as of the date hereof, he (1) who exercise is an “accredited investor” within the Option shall represent meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to the Company, at the time of such exercise, that such person(sAct and (2) are is acquiring such Shares Phantom Units and Common Units for his or her own account, account for investment and not with a view to, or for sale in connection with, the distribution of such Phantom Units or Common Units or any part thereof. The Participant may be required to execute such Shares, in which event documents as the person(sCompany determines are necessary and appropriate to effectuate the issuance and transfer of the Common Units to the Participant. The certificates evidencing Common Units issued pursuant to Section 3(c) acquiring such Snares shall be bound by the provisions of this Agreement will bear the following legend which shall be endorsed upon or such other legend as determined by the certificates) evidencing their option Shares issued pursuant to such exercise; "Company: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THE OFFER AND SALE OF SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE ANY STATE SECURITIES LAWS OF ANY STATEOR BLUE SKY LAWS. WITHOUT SUCH REGISTRATION, SUCH THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO TRANSFERRED IN THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY ABSENCE OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SEMGROUP ENERGY PARTNERS G.P., L.L.C. LONG-TERM INCENTIVE PLAN, THE ASSOCIATED AWARD AGREEMENT, THE PARTNERSHIP AGREEMENT AND ANY RULE APPLICABLE UNITHOLDER AGREEMENT, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoingEFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH PLAN, the AWARD AGREEMENT, PARTNERSHIP AGREEMENT AND APPLICABLE UNITHOLDER AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER HEREOF. The Company may delay issuance of also impose stop-transfer instructions with respect to any matter contemplated by the Shares until completion of any action Plan or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)Agreement.

Purchase for Investment. Unless (a) Each Purchaser severally represents and warrants that it (i) is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the offering and sale Securities Act, (ii) is not an “underwriter” as defined in section 2(a)(11) of the Shares Securities Act, and (iii) is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be issued upon within such Purchaser’s or their control. (b) Each Purchaser understands that the exercise of the Option shall Notes have not been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall and may be under no obligation resold only if registered pursuant to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the certificatesCompany is not required to and does not intend to register the Notes. (c) evidencing their option Shares issued pursuant to such exercise; "Each Purchaser understands that the Notes will bear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE HAVE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933WITH A VIEW TO DISTRIBUTION OR RESALE, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERREDTRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, EXCEPT UPON DELIVERY TO OR THE COMPANY AVAILABILITY OF AN OPINION OF COUNSEL SATISFACTORY TO EXEMPTION FROM THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).LAWS. UNITIL CORPORATION Note Purchase Agreement

Purchase for Investment. Unless (a) As used in this Agreement, the offering term "Stock" includes the Common Stock and sale the Junior Preferred Stock being acquired by the Purchaser pursuant to this Agreement, and all shares of capital stock of the Company issued as a result of any stock dividend on, or stock split or reclassification or conversion of, any such Purchase Shares, or issued with respect to any such Purchase Shares in connection with any merger or reorganization involving the Company. (b) The Purchaser represents and warrants to the Company that (i) all Stock purchased or otherwise acquired by it is being or will be issued upon the exercise acquired by it for its own account for investment, and (ii) it will not sell or otherwise dispose of the Option shall have been effectively registered under any Stock except in compliance with the Securities Act of 1933, as amended, or any successor legislation amended (the "Act"), the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder and the terms of this Agreement. (c) The Purchaser agrees that prior to making any disposition of any Stock (other than a disposition to the Company or to a Related Transferee, as defined below), it will give written notice to the Company describing the manner of such proposed disposition. The Purchaser further agrees that it will not effect such proposed disposition until either (i) such Purchaser has provided to the Company an opinion of counsel satisfactory in form and substance to the Company that such proposed disposition is exempt from registration under the Act and any applicable state securities laws, or (ii) a registration statement under the Act covering such proposed disposition has been filed by the Company under the Act and has become effective and compliance with applicable state securities laws has been effected. The Company agrees that it will respond as promptly as reasonably practicable to any notice of sale given hereunder. The Company will use its best efforts to comply with any such applicable state securities laws, but shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the general service of process in any state where it is not then subject. (d) The Purchaser acknowledges that it is familiar with Rule 144, as amended, under the Act, and that it has been advised that Rule 144 permits, only under certain circumstances, the public resale of restricted securities such as the Stock, but that Rule 144 is not currently, and may not in the future become, available to permit public resales by it of any Stock. The Purchaser understands that, to the extent that Rule 144 is not available, it will be unable to sell any Stock without either registration under the Act or the existence of another exemption from such registration requirement. The Company has no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent Purchaser to the Company, at the time register any Stock except as expressly provided in Section 4 of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERthis Agreement." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless Each Trust Certificate Purchaser represents to each other Trust Certificate Purchaser, the offering Lessor Trustee and sale of the Shares Lessee that either: (i) it is purchasing the Trust Certificates to be issued upon purchased by it on the exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares Closing Date for his or her its own account, for investment and not with no present intention of distributing or reselling such Trust Certificates or any part thereof, but without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of its Trust Certificates under a view registration under the Act, or under an exemption from registration available under the Act; provided that the disposition of its Trust Certificates shall at all times be within its control; or (ii) it proposes to offer its Trust Certificates for resale upon the terms set forth herein and hereby represents and warrants to, or for sale in connection and agrees with, the distribution Lessee and the other Trust Certificate Purchasers as follows: (A) It will offer or sell the Trust Certificates only to (1) persons it reasonably believes are "qualified institutional buyers" within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A or (2) persons it reasonably believes are institutional "accredited investors" within the meaning of Rule 501 (a)(1), (2), (3) or (7) under the Act. (B) It will not offer or sell any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which shall be endorsed upon Trust Certificates in any jurisdiction except under circumstances that will result in compliance with the certificates) evidencing their option Shares issued pursuant Applicable Laws thereof, and that it will take whatever action is required to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality permit its resale of the foregoingTrust Certificates. It understands that no action has been taken to permit a public offering in any jurisdiction where action would be required for such purpose. (C) It has not offered or sold and will not offer or sell the Trust Certificates by any form of general solicitation or general advertising, including, but not limited to, the Company may delay issuance of methods described in Rule 502(c) under the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)Act.

Purchase for Investment. Unless the offering and sale of the Shares to The Purchased Securities will be issued upon the exercise of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation (the "Act"), the Company shall be under no obligation to issue the Shares covered acquired by such exercise unless and until Investor for its own account for the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time purpose of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not with a view to, to the resale or for sale in connection with, the distribution of all or any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions part of the Purchased Securities. Investor represents and warrants that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act. Investor understands that the Purchased Securities have not been registered under the Securities Act in reliance on an exemption therefrom based in part on the accuracy of Investor’s representations and warranties hereunder, and that the certificates for the Purchased Securities shall bear the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "legends: NEC/STRATUS 11/25/2005 Share Purchase and Shareholder Agreement THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED, SOLD EXCEPT UPON DELIVERY PURSUANT TO THE COMPANY OF (A) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EFFECTIVE REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN APPLICABLE STATE EXEMPTION FROM REGISTRATION THEREUNDER AND AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED. THESE SECURITIES LAWS ARE SUBJECT TO CERTAIN DRAG-ALONG AND TAG-ALONG RIGHTS AS SET FORTH IN SHARE PURCHASE AND STOCKHOLDER AGREEMENT BETWEEN THE ORIGINAL PURCHASER OF THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE CORPORATION (THE “SHAREHOLDERS AGREEMENT”). IN ADDITION, AS SPECIFIED IN THE SHAREHOLDERS AGREEMENT, THE SALE AND TRANSFERABILITY OF THESE SECURITIES ARE SUBJECT TO RESTRICTION. ANY ATTEMPTED SALE OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting TRANSFER OF THESE SECURITIES WHICH DOES NOT COMPLY WITH APPLICABLE PROVISIONS OF THE SHAREHOLDERS AGREEMENT SHALL BE VOID. The Company shall remove the generality first of such legends upon receipt of an opinion from counsel to any Investor, reasonably satisfactory in form and substance to counsel to the Company, that the requirements for such legend have terminated. The Company shall remove the second of such legends upon the date of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws)Initial Public Offering.

Purchase for Investment. Unless the offering (a) All shares of Winners Common Stock acquired by Lender in accordance with this Agreement are being acquired by Lender for its own account for investment and sale without a view to distribute any of the Shares to shares of Winners Common Stock in any transaction which would be issued upon the exercise in violation of the Option shall have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation . (b) Each certificate representing the "Act"), the Company shall be under no obligation to issue the Shares covered shares of Winners Common Stock acquired by such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for his or her own account, for investment and not Lender in accordance with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions of the following legend which this Agreement shall be endorsed upon with the certificates) evidencing their option Shares issued pursuant to legends set forth below. Lender shall not make any transfer of such exercise; shares of Winners Common Stock without first complying with the restrictions on transfer described in all such legends. "THE SALE, TRANSFER, ASSIGNMENT, OR HYPOTHECATION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT OR ANY INTEREST THEREIN OR RIGHT WITH RESPECT THERETO MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF LOAN AGREEMENT DATED AS OF JUNE 27, 1994 AMONG BENNETT MANAGEMENT & DEVELOPMENT CORP., MOUNTAINEER PARK, INC., AND WINNERS ENTERTAINMENT, INC., AS IT MAY BE AMENDED FXXX XXXE TO TIME, A COPY OF WHICH IS ON FILE WITH WINNERS ENTERTAINMENT, INC. A TRANSACTION IN VIOLATION OF SUCH LOAN AGREEMENT WILL BE INEFFECTIVE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN PURCHASE OPTIONS DESCRIBED IN SUCH LOAN AGREEMENT." "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR APPLICABLE STATE HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR WINNERS ENTERTAINMENT, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS REASONABLY SATISFACTORY TO WINNERS ENTERTAINMENT, INC. STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR ANY RULE OR REGULATION PROMULGATED THEREUNDERHYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless You are acquiring the Interest to be purchased by you pursuant to this Agreement for your own account or for a separate account maintained by you or for the account of a single pension or trust fund of which you are a trustee or as to which you are the sole qualified professional asset manager within the meaning of DOL Prohibited Transaction Exemption 84-14 (a “QPAM”), in each case not with a view to or for sale in connection with any distribution of all or any part of such Interest. You hereby agree that you will not, directly or indirectly, transfer all or any part of such Interest (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Interest) except in accordance with (a) the registration provisions of the Securities Act or an exemption from such registration provisions, (b) any applicable state or non-U.S. securities laws, and (c) the terms of the Partnership Agreement. If you are purchasing for the account of a pension or trust fund, you represent that (except to the extent that you have otherwise advised the Partnership in writing at least five Business Days prior to the date hereof) you are acting as sole trustee or sole QPAM and have sole investment discretion with respect to the acquisition of the Interest to be purchased by you pursuant to this Agreement, and the determination and decision on your behalf to purchase such Interest for such pension or trust fund is being made by the same individual or group of individuals who customarily pass on such investments, so that your decision as to purchases for such fund is the result of one study and conclusion, and in making your decision to invest in the Partnership you have not relied on any advice or recommendation of the Partnership, the General Partner, the Manager or any of their affiliates. You understand that you must bear the economic risk of an investment in an Interest for an indefinite period of time because, among other reasons, the Interests are illiquid and the offering and sale of the Shares to be issued upon the exercise of the Option shall Interests have not been effectively registered under the Securities Act of 1933and, as amended, or any successor legislation (the "Act")therefore, the Company shall Interests cannot be sold unless they are subsequently registered under no obligation to issue the Shares covered by Securities Act or an exemption from such exercise unless and until registration is available. You also understand that sales or transfers of the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, that such person(s) Interests are acquiring such Shares for his or her own account, for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound further restricted by the provisions of the following legend which shall Partnership Agreement, and may be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all restricted by applicable state and non-U.S. securities or "blue sky" laws).

Purchase for Investment. Unless (a) Each Seller represents that he or she is acquiring the offering Company Shares for investment for such Seller’s own account and sale not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Seller 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 Company Shares. (b) Each such Seller represents that he or she understands that the Company Shares to be issued upon the exercise of the Option shall have been effectively are not registered under the Securities Act on the ground that the sale and the issuance of 1933securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on such Seller’s representations set forth herein. (c) Each such Seller acknowledges that he or she can bear the economic risk of his or her investment, and has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the investment in the Company Shares. (d) Each such Seller represents that he or she has carefully reviewed such information as amendedsuch Seller deemed necessary to evaluate an investment in the Company Shares. To the full satisfaction of each such Seller, such Seller has been furnished all materials that such Seller has requested relating to the Company and the issuance of the Company Shares hereunder, and each such Seller has been afforded the opportunity to ask questions of representatives of the Company to obtain any information necessary to verify the accuracy of any representations or information made or given to such Seller. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of the Company set forth in this Agreement, on which each of the Sellers has relied in making an exchange of the ComCam Shares for the Company Shares. (e) Each such Seller understands that the Company Shares 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 Company Shares or any successor legislation (available exemption from registration under the "Securities Act"), the Company shall Shares must be under no obligation to issue the Shares covered by held indefinitely. Each such exercise unless and until the following conditions have been fulfilled. The person(s) who exercise the Option shall represent to the Company, at the time of such exercise, Seller represents that such person(s) are acquiring such Seller is aware that the Company Shares for his or her own account, for investment and may not with a view to, or for sale in connection with, be sold pursuant to Rule 144 promulgated under the distribution of any such Shares, in which event the person(s) acquiring such Snares shall be bound by the provisions Securities Act unless all of the following legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant to such exercise; "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERconditions of that Rule are met." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities or "blue sky" laws).

Purchase for Investment. Unless It is specifically understood that neither the offering and sale of Note nor the Shares Common Stock to be issued upon the exercise of the Option shall Conversion Right ("Note Shares") have been effectively registered under the Securities Act of 1933, as amended, or any successor legislation amended (the "Act"), the Company shall be or under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilledapplicable state securities laws. The person(s) who exercise Holder agrees that he is acquiring the Option shall represent to Note and the Company, at the time of such exercise, that such person(s) are acquiring such Note Shares for his or her own account, for investment purposes only and not with a view to, or for sale in connection with, to the public distribution of any such Shares, in which event thereof and further agrees that the person(s) acquiring such Snares shall certificates evidencing the Note and the Conversion Shares may be bound by the provisions of the following stamped with a restrictive legend which shall be endorsed upon the certificates) evidencing their option Shares issued pursuant referring to such exercise; "matters, noting each such restriction as follows: In the case of this Note: THIS NOTE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER COMMON STOCK ISSUABLE UPON EXERCISE OF THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT CONVERSION RIGHT CAN ONLY BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE TRANSFERRED IN VIOLATION OF COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, OR AND APPLICABLE STATE SECURITIES LAWS LAWS. THIS NOTE AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR ANY RULE OR REGULATION PROMULGATED THEREUNDER." Without limiting ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT, UNLESS, IN THE OPINION OF COUNSEL TO THE CORPORATION, SUCH REGISTRATION IS NOT THEN REQUIRED. and In the generality case of the foregoingCommon Stock: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?ACT?). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE REGISTERED HOLDER?S COUNSEL REASONABLY ACCEPTABLE TO ISSUER?S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The Corporation may issue "stop transfer" instructions to its transfer agent with respect to this Note (and any Notes issued in exchange thereof or in replacement thereof) and Common Stock issued or issuable upon exercise of the Conversion Right, the Company may delay issuance certificate for all of which shall bear the appropriate legend referred to herein to prevent any violation of the Shares until completion provisions of any action this Section 17, of the Act, or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, the Act and all applicable state securities laws. The Corporation will be required to issue a new Note or certificate which does not contain the legend set forth in this Section 17 if the shares represented thereby are sold pursuant to a Registration Statement (including a current Prospectus) which becomes and is effective under the Act, if the staff of the Commission shall have issued a "blue skyno action" lawsletter (reasonably acceptable to the Corporation's Counsel) or counsel acceptable to the Corporation shall have rendered its opinion (which opinion shall be reasonably acceptable to the Corporation), which "no action " letter or opinion shall be to the effect that such securities may be freely sold publically without registration under the Act. The fees and disbursements of any counsel rendering such opinion on behalf of a Holder shall be paid by such Holder.