REPRESENTATIONS AND COVENANTS OF PARTICIPANT. Each Participant, at the time of execution of this Agreement and prior to the consummation of any exchange of interest in the Program for Common Stock as contemplated herein, represents and warrants to Carrizo and its counsel: (i) that it is acquiring its interest in the Program and the Common Stock for its own account (and not for the account of others) with the present intention of holding its interest in the Program and such Common Stock for purposes of investment; (ii) that it has no intention of selling its interest in the Program and any such Common Stock in a public distribution in violation of the federal securities laws or any applicable state securities laws; (iii) that it understands that its interest in the Program and the Common Stock it may acquire in the exchange has not been registered under the Securities Act on the basis that the offers and sales to such Participant are exempt from the registration provisions thereof and that Carrizo's reliance on such exemption is predicated upon the representations of each Participant set forth herein; (iv) that it is an "accredited investor" as such term in defined in Regulation D promulgated under the Securities Act; (v) the state of its residence is as set forth on Exhibit "A" hereto; and (vi) that it has been given full and complete access to, and the opportunity to ask questions of Carrizo's executive officers regarding, any information it deemed material to its decision purchase its interest in the Program and to exchange its Program interest for the Common Stock. Each Participant acquiring its interest in the Program and Common Stock in an exchange of its Program interest as contemplated hereby, shall as a condition precedent to consummation of such acquisition and exchange, take any and all action and execute any and all
REPRESENTATIONS AND COVENANTS OF PARTICIPANT. The Participant represents to and covenants with DNR, as follows:
