Common use of Representations and Warranties of Investors Clause in Contracts

Representations and Warranties of Investors. Each of the Investors hereby represents and warrants, severally and not jointly, that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on such Investor’s part and do not contravene any provision of such Investor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement has been duly and validly executed and delivered by such Investor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than the Investors) constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, subject to the Enforceability Exceptions; (e) the Pro Rata Percentage of the Commitment of such Investor is less than the maximum amount that such Investor is permitted to invest in any one portfolio investment pursuant to the terms of such Investor’s constituent documents or otherwise; and (f) such Investor will at the Closing have sufficient funds to pay its Pro Rata Percentage of the Commitment.

Representations and Warranties of Investors. Each of the Investors Investor hereby represents and warrantswarrants to the Warrantors, severally and not jointly, that the representations and warranties set forth in this Section 4.2 are true and accurate and are not misleading as of the date hereof and as of the Closing Date (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) in all material aspects, except if a representation or warranty is made as of a specified date, as of such date: (a) it is an entity duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction in which of its incorporation or formation. It is not insolvent or unable to pay its debts, and it is formed has not stopped paying its debts as they fall due. No order has been made or petition presented or resolution passed for the winding up, liquidation or dissolution of such Investor and no distress, execution or other similar process has been levied on the Investor’s assets; (b) it has all requisite corporate or similar power and authority to execute, execute and deliver the Transaction Documents to which it is a party and to carry out and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary its obligations thereunder. All action on such Investor’s the part and do not contravene any provision of such Investor’s organizational documents or any LawInvestor (and, regulationas applicable, ruleits officers, decree, order, judgment or contractual restriction binding on such Investor or its assets; (cdirectors and shareholders) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due executionauthorization, execution and delivery of the Transaction Documents to which it is a party, and the performance of this letter agreement by all obligations of such Investor have thereunder, has been obtained taken or made and all conditions thereof have been duly complied with, and no other action by, and no notice will be taken prior to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement Closing applicable to such Investor. This Agreement has been duly executed and validly delivered by the Investor. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and each of the Transaction Documents to which such Investor is a party are, or when executed and delivered by such Investor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than the Investors) constitutes a legalshall be, valid and legally binding obligation obligations of such Investor the Investor, enforceable against such Investor in accordance with its terms, subject except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the Enforceability Exceptionsavailability of specific performance, injunctive relief, or other equitable remedies; (c) the execution, delivery and performance by such Investor of, and compliance by such Investor with, each of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not (a) result in any violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, a default under the Charter Documents of such Investor or any applicable law (including Circular 37), (b) result in a breach of any order, judgment or decree of any government entity to which such Investor is a party or by which such Investor is bound; or (c) result in a breach by the Investor of any contract to which the Investor is a party; except, in each case of (a), (b) and (c), as would not have a Material Adverse Effect on the ability of such Investor to consummate the transactions contemplated by the Transaction Documents; (d) The Purchased Shares to be acquired by such Investor will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. Such Investor does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Purchased Shares. (e) Such Investor has the Pro Rata Percentage knowledge, sophistication and experience necessary to make an investment decision like that involved in the purchase of the Commitment applicable Purchased Shares and can bear the economic risk of its investment in the Purchased Shares. (f) All Approvals from or of any Governmental Authority or any other person required in connection with the execution, delivery and performance by such Investor of this Agreement and other Transaction Documents, and the consummation of the transactions contemplated hereby on the part of such Investor, have been duly obtained or completed (as applicable) and are in full force and effect. (g) Such Investor is less than has received or has had full access to all the maximum amount that such Investor is permitted information it considers necessary or appropriate to invest in any one portfolio investment pursuant make an informed decision with respect to the purchase of the Purchased Shares. Such Investor has had an opportunity to ask questions and receives answers from the Company regarding the terms and conditions of the offering of the Purchased Shares and the business, properties, prospects and financial condition of the Group Companies. (h) Such Investor has sufficient self-owned funds or financing sources to make payments of funds and relevant fees set out in this Agreement and capacity to obtain and maintain the financing for the purpose of completion of the transactions contemplated in this Agreement. The source of such Investor’s constituent documents or otherwise; funds for the fulfilment of this Agreement is fully lawful, and (f) such Investor will at the Closing have sufficient funds to pay its Pro Rata Percentage of the Commitmentshall not infringe any third parties’ lawful rights and interests.

Representations and Warranties of Investors. Each of the Investors Investor hereby represents and warrantswarrants to the Warrantors, severally and not jointly, that the representations and warranties set forth in this Section 4.2 are true and accurate and are not misleading as of the date hereof and as of the date of the relevant Closing applicable to such Investor (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) in all material aspects, except if a representation or warranty is made as of a specified date, as of such date: (a) it is an entity duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction in which of its incorporation or formation. It is not insolvent or unable to pay its debts, and it is formed has not stopped paying its debts as they fall due. No order has been made or petition presented or resolution passed for the winding up, liquidation or dissolution of such Investor and no distress, execution or other similar process has been levied on the Investor’s assets; (b) it has all requisite corporate or similar power and authority to execute, execute and deliver the Transaction Documents to which it is a party and to carry out and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary its obligations thereunder. All action on such Investor’s the part and do not contravene any provision of such Investor’s organizational documents or any LawInvestor (and, regulationas applicable, ruleits officers, decree, order, judgment or contractual restriction binding on such Investor or its assets; (cdirectors and shareholders) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due executionauthorization, execution and delivery of the Transaction Documents to which it is a party, and the performance of this letter agreement by all obligations of such Investor have thereunder, has been obtained taken or made and all conditions thereof have been duly complied with, and no other action by, and no notice will be taken prior to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement relevant Closing applicable to such Investor. This Agreement has been duly executed and validly delivered by the Investor. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and each of the Transaction Documents to which such Investor is a party are, or when executed and delivered by such Investor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than the Investors) constitutes a legalshall be, valid and legally binding obligation obligations of such Investor the Investor, enforceable against such Investor in accordance with its terms, subject except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the Enforceability Exceptions; availability of specific performance, injunctive relief, or other equitable remedies; (ec) the Pro Rata Percentage execution, delivery and performance by such Investor of, and compliance by such Investor with, each of the Commitment Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not (a) result in any violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, a default under the Charter Documents of such Investor is less than the maximum amount that or any applicable law (including Circular 37), (b) result in a breach of any order, judgment or decree of any government entity to which such Investor is permitted a party or by which such Investor is bound; or (c) result in a breach by the Investor of any contract to invest which the Investor is a party; except, in any one portfolio investment pursuant to each case of (a), (b) and (c), as would not have a Material Adverse Effect on the terms ability of such Investor’s constituent documents or otherwise; and Investor to consummate the transactions contemplated by the Transaction Documents; (fd) The Purchased Shares to be acquired by such Investor will at be acquired for investment for the Closing Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. Such Investor does not presently have sufficient funds any contract, undertaking, agreement or arrangement with any person to pay its Pro Rata Percentage sell, transfer or grant participations to such person or to any third person, with respect to any of the CommitmentPurchased Shares.

Representations and Warranties of Investors. Each of the Investors Investor hereby represents and warrantswarrants to the Warrantors, severally and not jointly, that the representations and warranties set forth in this Section 4.2 are true and accurate and are not misleading as of the date hereof and as of the Closing Date (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) in all material aspects, except if a representation or warranty is made as of a specified date, as of such date: (a) it is an entity duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction in which of its incorporation or formation. It is not insolvent or unable to pay its debts, and it is formed has not stopped paying its debts as they fall due. No order has been made or petition presented or resolution passed for the winding up, liquidation or dissolution of such Investor and no distress, execution or other similar process has been levied on the Investor’s; (b) it has all requisite corporate or similar power and authority to execute, execute and deliver the Transaction Documents to which it is a party and to carry out and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary its obligations thereunder. All action on such Investor’s the part and do not contravene any provision of such Investor’s organizational documents or any LawInvestor (and, regulationas applicable, ruleits officers, decree, order, judgment or contractual restriction binding on such Investor or its assets; (cdirectors and shareholders) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due executionauthorization, execution and delivery of the Transaction Documents to which it is a party, and the performance of this letter agreement by all obligations of such Investor have thereunder, has been obtained taken or made and all conditions thereof have been duly complied with, and no other action by, and no notice will be taken prior to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement Closing applicable to such Investor. This Agreement has been duly executed and validly delivered by the Investor. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and each of the Transaction Documents to which such Investor is a party are, or when executed and delivered by such Investor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than the Investors) constitutes a legalshall be, valid and legally binding obligation obligations of such Investor the Investor, enforceable against such Investor in accordance with its terms, subject except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the Enforceability Exceptionsavailability of specific performance, injunctive relief, or other equitable remedies; (c) the execution, delivery and performance by such Investor of, and compliance by such Investor with, each of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not (a) result in any violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, a default under the Charter Documents of such Investor or any applicable law (including Circular 37), (b) result in a breach of any order, judgment or decree of any government entity to which such Investor is a party or by which such Investor is bound; or (c) result in a breach by the Investor of any contract to which the Investor is a party; except, in each case of (a), (b) and (c), as would not have a Material Adverse Effect on the ability of such Investor to consummate the transactions contemplated by the Transaction Documents; (d) The Purchased Shares to be acquired by such Investor will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. Such Investor does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Purchased Shares. (e) Such Investor has the Pro Rata Percentage knowledge, sophistication and experience necessary to make an investment decision like that involved in the purchase of the Commitment applicable Purchased Shares and can bear the economic risk of its investment in the Purchased Shares. (f) All Approvals from or of any Governmental Authority or any other person required in connection with the execution, delivery and performance by such Investor is less than of this Agreement and other Transaction Documents, and the maximum amount that such Investor is permitted to invest in any one portfolio investment pursuant to consummation of the terms transactions contemplated hereby on the part of such Investor’s constituent documents , have been duly obtained or otherwise; completed (as applicable) and are in full force and effect. (fg) such Such Investor will at has received or has had full access to all the Closing have sufficient funds information it considers necessary or appropriate to pay its Pro Rata Percentage make an informed decision with respect to the purchase of the CommitmentPurchased Shares. Such Investor has had an opportunity to ask questions and receives answers from the Company regarding the terms and conditions of the offering of the Purchased Shares and the business, properties, prospects and financial condition of the Group Companies. (h) Such Investor has sufficient self-owned funds or financing sources to make payments of funds and relevant fees set out in this Agreement and capacity to obtain and maintain the financing for the purpose of completion of the transactions contemplated in this Agreement. The source of such Investor's funds for the fulfilment of this Agreement is fully lawful, and shall not infringe any third parties' lawful rights and interests.

Representations and Warranties of Investors. (a) Each of the Investors hereby Investor represents and warrantswarrants to the Company, severally and not jointlyjointly and only with respect to itself, that as of the date of this Agreement, that: (ai) it Such Investor is a legal entity duly incorporatedorganized, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is formed and of incorporation. (ii) Such Investor has all requisite corporate or similar power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on such Investor’s part and do not contravene any provision of such Investor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement Agreement. This Agreement has been duly and validly executed and delivered by such Investor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than the Investors) constitutes a legal, valid and binding obligation agreement of such Investor enforceable against such Investor in accordance with its terms, subject to the Enforceability Exceptions; Bankruptcy and Equity Exception. (eiii) The execution, delivery and performance of this Agreement by such Investor does not, and performance of its obligations hereunder will not, constitute or result in a breach or violation of, or a default under, the Pro Rata Percentage Organizational Documents of such Investor. (iv) Such Investor is the holder of record of those Equity Securities listed across from such Investor’s name on Schedule II hereto. (v) Such Investor represents that EIM has, and during the term of this Agreement will have, policies and safeguards in place designed to ensure that EIM and the Investors do not trade securities of the Commitment Company while in possession of material nonpublic information. (vi) Neither such Investor is less nor any of its Affiliates Beneficially Owns any Equity Securities of the Company other than the maximum amount that such those Equity Securities listed on Schedule II hereto. (b) Each Investor is permitted acquiring the Subject Shares pursuant to invest an exemption from registration under the Securities Act solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any one portfolio investment distribution thereof. Each Investor acknowledges that the Subject Shares are not registered under the Securities Act, or any state securities laws, and that the Subject Shares may not be transferred or sold except pursuant to the terms of such Investor’s constituent documents or otherwise; and (f) such Investor will at the Closing have sufficient funds to pay its Pro Rata Percentage registration provisions of the CommitmentSecurities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable, and in each case subject to the other limitations set forth in this Agreement.

Representations and Warranties of Investors. Each of the Investors hereby Investor represents and warrantswarrants to each other Investor, severally the Trust and not jointly, that HILP as follows: (a) it Such Investor is duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; of its organization. (b) All action required on the part of such Investor under its Constituent Documents necessary for the authorization, execution, delivery and performance of this letter agreement have Agreement and each of the other Transaction Agreements by such Investor has been duly authorized taken. When executed and delivered by all necessary action on such Investor’s part , this Agreement and do not contravene any provision each of the other Transaction Agreements shall constitute the legal, valid and binding obligation of such Investor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on enforceable against such Investor in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and by general equitable principles. Such Investor has all requisite power under its assets; Constituent Documents to enter into this Agreement and each of the other Transaction Agreements and to carry out and perform its obligations under the terms of this Agreement and each of the other Transaction Agreements. (c) all All consents, approvals, authorizations, permits of, filings with orders and notifications to, any governmental authority necessary for authorizations required on the due execution, delivery and performance part of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; Agreement and each of the other Transaction Agreements have been obtained and will be effective as of the First Closing Date. (d) Such Investor's execution and delivery of, and performance under, this letter agreement Agreement and each of the other Transaction Agreements do not conflict with, and will not result in a breach of, any of the terms, conditions, or provisions of, or constitute a default under, any of such Investor's Constituent Documents or any indenture, agreement, order, judgment, or other instrument to which the such Investor is a party or by which such Investor is bound. (e) Such Investor has not incurred, and shall not incur, directly or indirectly, any liability for any brokerage or finders' fees or any similar charges in connection with this Agreement (other than, in the case of Hines Investor and Holding Partnership, with respect to Xxxxxx & Xxxxxxx and Co., Inc., the fees of which will be borne by HILP or its Affiliates and not by the Trust or GM Investor). (f) Such Investor is acquiring the Shares to be acquired by it pursuant to this Agreement for its own account, and not with a view to, or for sale in connection with, any distribution of such Shares in violation of the Securities Act. Except as contemplated by this Agreement, the Investor Rights Agreement or the Master Agreement, such Investor has no present agreement, undertaking, arrangement, obligation or commitment providing for the disposition of such Shares. In the case of each Investor other than CPII, such Investor has not been duly organized, reorganized or recapitalized specifically for the purpose of investing in such Shares. GMIMCo hereby represents and validly executed warrants to the Trust that each member of CPII is an Accredited Investor. (g) Such Investor certifies and delivered represents to the Trust that at the time such Investor acquires any Shares, such Investor will be an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act. Such Investor's financial condition is such that it is able to bear the risk of holding the Shares to be acquired by it for an indefinite period of time and the risk of loss of its entire investment. (h) Such Investor understands that the Shares have not been and will not be registered under the Securities Act, by reason of their issuance by the Trust in a transaction exempt from the registration requirements of the Securities Act, have not been and will not be registered or qualified under any state or foreign securities laws and must continue to be held by such Investor unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Investor understands that there are substantial restrictions on the transferability of Shares, and that Shares may not be sold, exchanged, assigned, or transferred unless all of the applicable conditions set forth in the Declaration of Trust are satisfied or waived. (assuming due execution i) Such Investor has had access to any and delivery all information concerning the Trust and the Properties which the Investor and its financial, tax and legal advisors required or considered necessary to make a proper evaluation of an investment in the Trust. In making the decision to invest in the Trust, such Investor has relied solely upon its own independent investigations of the Properties and the Trust or investigations conducted by its own independent advisors in evaluating its participation in the Trust, and not on any advice or recommendation of the Trust, Holding Partnership, HILP or any of their respective Affiliates or on any representations, warranties or agreements of any Person other than those set forth in this letter agreement, the Merger Agreement and the Limited Guarantee other Transaction Agreements. (j) Such Investor acknowledges that any estimates, projections and other forward-looking statements as to the future performance or results of operations of the Trust or the Properties were provided to assist the Investor in the evaluation of the Properties and an investment in the Trust, but have not been considered by all parties hereto the Investor as facts, and theretothe Investor is not relying upon such estimates, projections or forward-looking statements as accurate representations of future performance or results of operations. Such Investor acknowledges that any such estimates, projections or forward-looking statements are based on estimates and assumptions with respect to future facts, events or conditions and are subject to significant economic and other uncertainties beyond the control of the Trust, HILP or any of their respective partners, officers, employees, agents or Affiliates, and there can be no assurance that any projected results will be realized or that actual results will not be materially different from those projected. (k) In the case of each GM Investor, such GM Investor is not "closely held" within the meaning of Section 856(h) of the Code. (l) In the case of each of First Plaza and Holding Partnership, such Investor represents and warrants that, as applicableof the date hereof, other it does not own, actually or Constructively (as defined in the Declaration of Trust), an interest in a tenant of the Trust (or a tenant of any entity owned or Controlled by the Trust) that would cause the Trust to own, actually or Constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the InvestorsCode) constitutes a legal, valid in such tenant; and binding obligation of such Investor enforceable against agrees that any violation of the foregoing representation (or other action which is contrary to the restrictions contained in Sections 7.2(a) through 7.2(f) of the Declaration of Trust) will result in all Shares held by such Investor being automatically transferred to a Charitable Trust (as defined in the Declaration of Trust) in accordance with its terms, subject to the Enforceability Exceptions; (eSections 7.2(a)(ii) the Pro Rata Percentage and 7.3 of the Commitment Declaration of such Investor is less than the maximum amount that such Investor is permitted to invest in any one portfolio investment pursuant to the terms of such Investor’s constituent documents or otherwise; and (f) such Investor will at the Closing have sufficient funds to pay its Pro Rata Percentage of the CommitmentTrust.

Representations and Warranties of Investors. Each of the Investors hereby represents and warrantsInvestor severally, severally and but not jointly, that represents and warrants to InterOil as follows: (a) It is acquiring its interest under this Agreement represented by its IPI Percentage and any Common Shares issuable under this Agreement for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the interest represented by the IPI Percentage or the Common Shares. Investor understands that the Common Shares are “restricted securities” as defined in Rule 144 under the Securities Act. (b) It has full power and legal right to execute and deliver this Agreement and all other documents contemplated by this Agreement and to perform its obligations hereunder and thereunder. (c) If such Investor is a limited partnership, limited liability company or corporation, it is duly incorporated, a validly existing and in good standing limited partnership, limited liability company or corporation, as the case may be, duly formed, organized or incorporated under the laws of its jurisdiction of formation, organization or incorporation. (d) It has taken all action necessary for the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to executeauthorization, deliver and perform this letter agreement; (b) the execution, delivery delivery, and performance of this letter agreement have been duly authorized by all necessary action on such Investor’s part and do not contravene any provision of such Investor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by such Investor have been obtained or made Agreement and all conditions thereof have been duly complied withother documents contemplated by this Agreement, and no other action byits obligations hereunder and thereunder, and no notice to or filing withand, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement has been duly and validly executed and delivered by such Investor and (assuming due upon execution and delivery of by the InterOil, this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than documents shall constitute the Investors) constitutes a legal, valid and binding obligation of such Investor Investor, enforceable against such Investor in accordance with its terms, subject except that such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation or other similar law now or hereafter in effect relating to the Enforceability Exceptions; creditors’ rights and general principles of equity. (e) It has such knowledge and experience in financial and business matters that it is capable of evaluating the Pro Rata merits and risks of its investment represented by the IPI Percentage of and in the Commitment Common Shares as contemplated by this Agreement, and is able to bear the economic risk of such Investor is less than the maximum amount that investment for an indefinite period of time. It has been furnished access to such Investor is permitted information and documents as it has requested and has been afforded an opportunity to invest in any one portfolio investment pursuant to ask questions of and receive answers from representatives of InterOil concerning the terms and conditions of such Investor’s constituent documents or otherwise; this Agreement and the Common Shares. (f) It is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act and has such Investor will at knowledge and experience in financial and business matters that it is fully capable of evaluating the Closing have sufficient funds to pay risks and merits of its Pro Rata Percentage of investment under this Agreement and in the CommitmentCommon Shares.

Representations and Warranties of Investors. Each of the Investors Investor, on a several and not joint basis and solely with respect to itself, hereby represents and warrants, severally warrants to the Company as of the date of this Agreement and not jointly, that as of the Effective Date as follows: (a) it Each Investor is either an individual or an entity duly incorporatedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to execute, deliver enter into and perform this letter agreement; (b) to consummate the execution, transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Investor of this letter agreement the transactions contemplated by the Transaction Documents have been duly authorized by all necessary action corporate, partnership, limited liability company or similar action, as applicable, on such Investor’s the part and do not contravene any provision of such Investor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice . Each Transaction Document to or filing with, any governmental authority or regulatory body which it is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement a party has been duly executed by such Investor, and validly executed and when delivered by such Investor and (assuming due execution and delivery of this letter agreementin accordance with the terms hereof, will constitute the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than the Investors) constitutes a legal, valid and legally binding obligation of such Investor Investor, enforceable against such Investor it in accordance with its terms, subject except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the Enforceability Exceptionsavailability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Such Investor’s execution and delivery of this Agreement and each of the Transaction Documents to which it is a party, and the performance of such Investor’s obligations hereunder and thereunder do not and will not (i) conflict with, violate or result in any default under any mortgage, indenture, agreement, instrument or other contract to which such Investor is a party or by which Investor or its property is bound, (ii) violate any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which such Investor is subject, (iii) result in the imposition of any lien or encumbrance on any of such Investor’s 2013 Securities (other than as provided hereunder) or (iv) require the prior consent of, or any prior filing with or notice to, any governmental authority or third party. (c) Such Investor is the sole owner of the 2013 Securities tendered for exchange under this Agreement, as reflected on Schedule 1 hereto, free and clear of any pledges, liens, security interests, claims or other encumbrances of any kind (other than those arising under the Purchase Agreement or applicable securities laws). (d) Such Investor is an “accredited investor” for purposes of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring the Exchange Shares issued to such Investor for its own account for investment and not for the benefit or account of any other person or entity and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Exchange Shares for any minimum or other specific term and reserves the right to dispose of the Exchange Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (e) Such Investor, individually and/or together with its professional advisors, has such knowledge and experience in financial business matters that it is capable of evaluating the Pro Rata Percentage merits and risks of the Commitment transactions contemplated hereby. Such Investor acknowledges that the investment in the Exchange Shares involves a high degree of such Investor is less than the maximum amount risk, and that such Investor has determined that it is permitted suitable for it to invest participate in the transactions contemplated hereby. (f) Such Investor acknowledges that the Exchange Shares have not been registered under the Securities Act or any one portfolio investment state or foreign securities laws and that the Exchange Shares may not be sold, transferred, offered for sale, pledged hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and is registered under any applicable state or foreign securities laws or pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities laws. The Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Exchange Shares, and on requirements related to the Company which are outside the Investor’s control, and which the Company is under no obligation and may not be able to satisfy. Such Investor is acquiring the Exchange Shares hereunder in the ordinary course of its business. (g) Such Investor is not acquiring the Exchange Shares as a result of any advertisement, article, notice or other communication regarding the Exchange Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (h) Other than consummating the transactions contemplated hereunder, such Investor has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly, executed any purchases or sales, including Short Sales, of the securities of the Company. Other than to other Persons party to this Agreement, such Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Investor’s constituent documents right to rely on the Company’s representations and warranties contained in this Agreement or otherwise; any representations and (f) such Investor will at warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the Closing have sufficient funds to pay its Pro Rata Percentage consummation of the Commitmenttransaction contemplated hereby.

Representations and Warranties of Investors. Each of the Investors hereby represents and warrantsInvestor, severally and not jointly, that represents and warrants to the Company as follows: (a) it is duly incorporated, validly existing and in good standing Investor acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any other applicable blue sky laws in reliance, in part, on the representations and warranties herein. Such Shares are being acquired by Investor for investment purposes, for Investor’s own account only, and not for sale or with a view to distribution of all or any part of such Shares. Investor does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person with respect to, any of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; Shares. (b) Investor is an “accredited investor” as such term is defined in Regulation 230.501(a) promulgated under the executionAct. Investor has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of the acquisition of the Shares. Investor is financially able to bear the economic risk of the investment, delivery and performance of this letter agreement have been duly authorized by all necessary action on such Investor’s part and do not contravene any provision of such Investor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its assets; including the total loss thereof. (c) all consentsInvestor understands that the Shares are “restricted securities” under the federal securities laws in that such securities will be acquired from the Company in a transaction not involving a public offering, approvalsand that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances and that otherwise such securities must be held indefinitely. Investor understands that the Shares shall not be transferable except in compliance with the provisions of the Act, authorizations, permits of, filings with applicable state securities laws and notifications to, any governmental authority necessary for the due execution, delivery terms and performance conditions of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; Agreement. (d) this letter agreement has been duly Without in any way limiting the representations set forth above, Investor further agrees not to make any disposition of all or any portion of the Shares purchased hereunder or issuable upon exercise of conversion or other rights which are a part of the Shares unless and validly executed until: (i) There is then in effect a registration statement under the Act covering such proposed disposition and delivered by such Investor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than the Investors) constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor disposition is made in accordance with its termssuch registration statement and any applicable requirements of state securities laws; or (ii) (x) Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, subject and (y) if reasonably requested by the Company, Investor shall have furnished Company with a written opinion of counsel, reasonably satisfactory to the Enforceability Exceptions; Company, that such disposition will not require registration of any securities under the Act or the consent of or a permit from appropriate authorities under any applicable state securities law. (e) Investor understands that the Pro Rata Percentage certificates evidencing the Shares may bear one or all of the Commitment of such Investor is less than the maximum amount that such Investor is permitted to invest in any one portfolio investment pursuant to the terms of such Investor’s constituent documents or otherwise; and following legends: (fi) such Investor will at the Closing have sufficient funds to pay its Pro Rata Percentage of the CommitmentTHE OFFER AND SALE OF THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. (ii) Any legend required by applicable state securities laws.

Representations and Warranties of Investors. Each of the Investors hereby Investor, for that Investor alone, represents and warrants, severally warrants to the Company upon the acquisition of a Note and not jointly, that Warrant as follows: (a) He, she or it is duly incorporatedhas answered the questions contained in the Investor Questionnaire and, validly existing as applicable, the Canadian Accredited Investor Certificate and in good standing the Form 45-106F9 - Form for Individual Accredited Investors (collectively, the “Canadian Exemption Certifications”), and made a part hereof to the best of his, her or its knowledge and the answers thereto are complete and accurate. The Investor understands and agrees that, although such answers will be kept strictly confidential, the Company may present such Investor Questionnaire and, if applicable, the Canadian Exemption Certifications to such parties as it deems advisable if called upon to establish the availability under the applicable securities laws of an exemption from registration. The Investor agrees to indemnify the jurisdiction Company, its agents, officers, directors and shareholders, for any and all losses (including without limitation attorneys' fees and other costs of investigating, prosecuting, or defending any litigation claim) incurred by the Company as a result of its reliance on the representations and warranties of the Investor made in which it is formed and has all requisite corporate this Agreement or similar power and authority to executeany answers contained in the Investor Questionnaire and, deliver and perform this letter agreement; if applicable, the Canadian Exemption Certifications. (b) If the executionInvestor is a corporation, delivery limited liability company, partnership, trust, or employee benefit plan, it is authorized to make the investment contemplated herein, and performance the person signing this Agreement on behalf of this letter agreement have such entity has been duly authorized by all necessary action on such Investor’s part and entity to do not contravene any provision of such Investor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its assets; so. (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement This Agreement has been duly and validly authorized, executed and delivered by such the Investor and (assuming due execution and delivery of this letter agreement, constitutes the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than the Investors) constitutes a Investor’s legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms. (d) The Investor is acquiring the Securities as principal for the Investor’s own account for investment and not with a view to resale or distribution. The Investor understands that neither the Securities, subject to nor the Enforceability Exceptions; shares issuable upon exercise of the Warrants (the “Warrant Shares”) have not been, and will not be, registered under the Securities Act of 1933, as amended (the “1933 Act”), or applicable securities laws by reason of specific exemptions from the registration provisions of the 1933 Act and applicable state securities laws that depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations and warranties as expressed in this Agreement and in the Investor Questionnaire. (e) The Company has advised the Pro Rata Percentage Investor, if the Investor is a resident of Canada, that the Company is relying on an exemption from the requirements under applicable Canadian securities laws to provide the Investor with a prospectus and that no prospectus has been filed by the Company with any securities commission in Canada in connection with the sale and issuance of the Commitment Securities, and as a consequence: (i) the Investor is restricted from using most of the civil remedies available under applicable Canadian securities laws and certain protections, rights and remedies provided by applicable Canadian securities laws, including statutory rights of rescission or damages, will not be available to the Investor; (ii) the Investor may not receive information that would otherwise be required to be provided to the Investor under the applicable Canadian securities laws; and (iii) the Investor is relieved from certain obligations that would otherwise apply under the applicable Canadian securities laws. (f) The Investor: (i) has been furnished, has carefully read, understands the terms and conditions of, and the information contained in this Agreement (including all exhibits and all amendments thereto and hereto) and (ii) has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Agreement, the Securities, the Company and its business. (g) The Investor recognizes that (i) the purchase of the Securities involves a high degree of risk and has taken full cognizance of and understands such risks, (ii) that all information provided, if any, by the Company relating to its use of proceeds, financial forecasts, and other information which is not of an historical nature (“Forward-looking Information”), represents only the Company’s good faith assessment of such Forward-looking Information, and is based upon assumptions which the Company believes are reasonable, although no assurance exists that such Forward-looking Information is accurate or will be fulfilled, and (iii) that the Company has relied on the representations of the Investor as set forth in this Agreement, in the Investor Questionnaire and, if applicable, the Canadian Exemption Certificates, in determining materiality for purposes of satisfying the disclosure obligations of the Company and in determining the availability of exemptions from (a) registration requirements under applicable United States federal and state securities laws; and (b) prospectus requirements under applicable Canadian securities laws. (h) The Investor is less than resident in the maximum amount jurisdiction set out on the execution page of the Investor Questionnaire, which such address is the Investor’s residence or principal place of business, and such address was not obtained or used solely for the purpose of acquiring the Securities. (i) The Investor fully understands and agrees that the Investor must bear the economic risk of the purchase of the Securities for an indefinite period of time because, among other reasons, neither the Securities nor the Warrant Shares have been registered under the 1933 Act, or the securities laws of any state, and therefore cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and applicable state securities laws or exemptions from such registration requirements are available. The Investor further understands and agrees that the Company will not honor any attempt by the Investor to sell, pledge, transfer, or otherwise dispose of all or any portion of the Notes, Warrants or Warrant Shares in the absence of an effective registration statement under the 1933 Act and applicable state securities laws or an unqualified opinion of counsel, satisfactory in form and substance to the Company and its counsel, and obtained at the expense of the Investor, that exemptions are available therefrom with respect to such attempted disposition. (j) The Investor acknowledges that the Warrants and the certificates representing Warrant Shares will bear a legend as of the Closing Date substantially in the following form: (k) The Investor, if a resident of Canada, acknowledges that the Warrants and the Warrant Shares will bear a legend as of the Closing Date substantially in the following form (and with the necessary information inserted): UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER [INSERT THE DISTRIBUTION DATE]. (l) The Investor (i) can bear the risk of losing the entire investment in the Securities; (ii) has overall commitments to other investments which are not readily marketable that are not disproportionate to his, her or its net worth and the investment Securities will not cause such overall commitments to become excessive; (iii) has adequate means of providing for current needs and personal contingencies and has no need for liquidity in the investment in the Securities; and (iv) has sufficient knowledge and experience in financial and business matters such that he, she or it is permitted capable, either alone, or together with one or more advisors, of evaluating the risks and merits of investing in the Securities. (m) The Investor has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finder’s fees or agent’s commissions or any similar charges in connection with this Agreement. (n) The Investor acknowledges that he, she or it must depend entirely upon his, her or its own personal advisors for tax advice concerning an investment in the Company, that the Company has not provided any information on tax matters, and that any information provided to invest in the Investor by, or on behalf of, the Company is not to be construed as tax advice to the Investor from the Company or counsel to the Company. The Investor will rely solely on his, her or its own personal advisors and not on any one portfolio statements or representations of the Company or any of its agents and understands that the Investor (and not the Company) shall be responsible for the Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (o) The Investor understands and agrees that the Company is issuing the Securities to him, her or it pursuant to the exemptions from federal and state securities registration requirements under the 1933 Act. In connection therewith, the Investor represents and warrants that the Investor qualifies as an “accredited investor” as such term is defined under Rule 501 of the 1933 Act (a “U.S. Accredited Investor”) and has confirmed that on the Investor Questionnaire attached hereto as Exhibit C. (p) If a resident of Canada, the Investor also represents and warrants that the Investor: (i) qualifies as an “accredited investor” (a “Canadian Accredited Investor”) as such term is defined in National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), and has confirmed that on the Canadian Accredited Investor Certificate and that the Investor was not created or used solely to purchase or hold securities as an Accredited Investor as described in paragraph (m) of the definition of Accredited Investor set out in the Canadian Accredited Investor Certificate; or (ii) is not an individual and purchases as principal such number of Securities having an acquisition cost to the Investor of not less than Cdn$150,000 paid in cash at the time of Closing, such Investor also represents and warrants that the Investor was not created, or is used, solely to purchase or hold securities in reliance on the exemption from the prospectus requirement set out in subsection 2.10(1) of NI 45-106. (iii) The Investor agrees to comply with all applicable securities laws and with the policies of the TSX Venture Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Securities and the Warrant Shares. The Investor recognizes that the securities laws and regulations of certain jurisdictions, which may include the jurisdiction of which the Investor is a resident, may impose additional requirements relating to the Investor’s purchase of the Securities. The Investor hereby agrees to execute and to comply with the terms of such any additions, supplements or amendments to this Agreement which are required by the Company. (q) The funds representing the aggregate purchase price in respect of the Securities which will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purpose of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTF Act”) and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor’s constituent documents name and other information relating to this Agreement and the Investor’s subscription hereunder, on a confidential basis, pursuant to the PCMLTF Act; to the best of the Investor’s knowledge, none of the subscription funds to be provided hereunder (i) have been or otherwise; will be obtained or derived, directly or indirectly, from or related to any activity that is deemed illegal under the laws of Canada or the United States or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Investor. The Investor shall promptly notify the Company if the Investor discovers that any such representation ceases to be true, and shall provide the Company with appropriate information in connection therewith. (fr) The Investor acknowledges that no agency, stock exchange or governmental agency, securities commission or similar regulatory authority or other entity has reviewed or passed on or made any finding or determination as to the merits of or made any recommendation or endorsement with respect to the Securities or the Warrant Shares. (s) The Investor acknowledges that there is no government or other insurance covering the Securities or the Warrant Shares. (t) The Investor has no knowledge of a “material fact” or “material change” (as those terms are defined in applicable Canadian securities laws or under the 1933 Act, as applicable) in the affairs of the Company that has not been generally disclosed to the public, save knowledge of this particular transaction. (u) The Investor’s decision to tender this offer and purchase the Securities has not been made as a result of any verbal or written representation as to fact or otherwise made by or on behalf of the Company or any other person and is based entirely upon this Agreement and currently available public information concerning the Company. (v) The Investor acknowledges and understands that the expiry date of the Warrants may be accelerated in certain circumstances as set out in the certificate representing the Warrants, including in connection with an early prepayment of the Notes. (w) The representations and warranties made in this Agreement, the Investor Questionnaire and, if applicable, the Canadian Exemption Certifications, as well as all other information that the Investor has provided to the Company, either directly or indirectly, concerning the Investor’s financial position and knowledge of financial and business matters, is correct and complete as of the date hereof, and if there should be any material change in such information prior to the issuance to Investor of the Shares, Investor will at immediately notify the Closing have sufficient funds to pay its Pro Rata Percentage of the CommitmentCompany.

Representations and Warranties of Investors. Each Investor represents and warrants individually and not jointly to the Company, Parent and New Esmark as of the Investors hereby represents and warrantsdate hereof as follows: a) Investor is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. b) The Notes are being acquired by Investor for investment purposes only, severally for Investor’s own account and not jointlywith the view to any resale or distribution thereof, and Investor is not participating, directly or indirectly, in an underwriting of such Notes, and will not take, or cause to be taken, any action that (awould cause Investor to be deemed an “underwriter” of such Notes as defined in Section 2(11) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction Securities Act. c) Investor acknowledges that Investor has been offered an opportunity to ask questions of, and receive answers from, the Company, Parent and New Esmark concerning Investor’s proposed purchase of the Notes, and that such Investor is satisfied with the Company’s, Parent’s and New Esmark’s response to any such requests. d) Investor has such knowledge and experience in which it financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes, is formed able to bear such risks, and has all requisite corporate or similar obtained, in Investor’s judgment, sufficient information from the Company, Parent and New Esmark to evaluate the merits and risks of an investment in the Notes. Investor has evaluated the risks of investing in the Company and New Esmark and has determined that the Notes are a suitable investment for Investor. e) Investor has full power and authority to execute, deliver enter into this Agreement and to perform this letter agreement; (bits obligations hereunder. f) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary All action on such Investor’s the part and do not contravene any provision of such Investor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due executionauthorization, delivery and performance of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement has been duly and validly executed and delivered by such Investor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and for the Limited Guarantee performance of all obligations of Investor hereunder has been taken, including with respect to all required corporate or organizational grant of authority with respect to such Investors as are corporations or other forms of entity. This Agreement has been duly executed and delivered by all parties hereto Investor and thereto, as applicable, other than the Investors) constitutes a legal, valid and legally binding obligation of such Investor Investor, enforceable against such Investor in accordance with its respective terms, subject to the Enforceability Exceptions; (ei) the Pro Rata Percentage laws of bankruptcy and the Commitment laws affecting creditors’ rights generally and (ii) the availability of such equitable remedies. g) Investor is less than not relying on the maximum amount Company, Parent or New Esmark with respect to tax and other investment advice in connection with its decision to purchase the Notes. Investor acknowledges that such Investor is permitted it has been advised by the Company, Parent and New Esmark to invest in any one portfolio investment pursuant consult with its tax or financial consultants prior to the terms of such Investor’s constituent documents or otherwise; and (f) such Investor will at the Closing have sufficient funds to pay its Pro Rata Percentage of the Commitmententering into this Agreement.

Representations and Warranties of Investors. Each of In order to induce the Investors Company to enter into this Agreement, each Investor hereby severally represents and warrants, severally and not jointly, that warrants to the Company with respect to such Investor's purchase of Securities hereunder that: (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance The execution of this letter agreement have Agreement has been duly authorized by all necessary action on such the part of the Investor’s part , has been duly executed and do delivered, and constitutes a valid, legal, binding and enforceable agreement of the Investor. (b) The Investor is acquiring the Securities for its own account, for investment, and not contravene with a view to any provision "distribution" thereof within the meaning of such Investor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its assets; the Securities Act. (c) The Investor understands that because the Securities have not been registered under the Securities Act, it cannot dispose of any or all consentsof the Securities unless such Securities are subsequently registered under the Securities Act or exemptions from such registration are available. The Investor acknowledges and understands that, approvalsexcept as provided in Section 6 hereof, authorizationsit has no independent right to require the Company to register the Securities. The Investor is aware that the Company may not accomplish a public offering of its stock. The Investor further understands that the Company may, permits ofas a condition to the transfer of any of the Securities, filings with require that the request for transfer be accompanied by opinion of counsel, in form and notifications tosubstance satisfactory to the Company, any governmental authority necessary for to the due executioneffect that the proposed transfer does not result in violation of the Securities Act, delivery and performance unless such transfer is covered by an effective registration statement under the Securities Act. The Investor understands that each certificate representing the Securities will bear the following legend or one substantially similar thereto: "The shares represented by this Certificate have not been registered under the Securities Act of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with1933, as amended (the "Act"), and no other action bymay not be offered, sold, transferred, hypothecated or otherwise assigned except pursuant to (1) a registration statement with respect to such securities which is effective under the Act or (2) an available exemption from such registration under the Act." (d) The Investor is knowledgeable and experienced in the making of venture capital investments, is able to bear the economic risk of loss of its investment in the Company, has been granted the opportunity to make a thorough investigation of the affairs of the Company, and has availed itself of such opportunity either directly or through its authorized representative. (e) The Investor has been advised that the Securities have not been and are not being registered under the Securities Act or under the "blue sky" laws of any jurisdiction and that the Company in issuing the Common Shares and the Series A Preferred Shares is relying upon, among other things, the representations and warranties of each Investor contained in this Section 5 in concluding that each such issuance is a "private offering" and does not require compliance with the registration provisions of the Securities Act. (f) There are no notice to valid claims for brokerage commissions, finder's fees or filing with, any governmental authority or regulatory body is required similar compensation in connection with the execution, delivery transactions contemplated by this Agreement based on any arrangement or performance of this letter agreement; (d) this letter agreement has been duly and validly executed and delivered made by such Investor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than the Investors) constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, subject to the Enforceability Exceptions; (e) the Pro Rata Percentage of the Commitment of such Investor is less than the maximum amount that such Investor is permitted to invest in any one portfolio investment pursuant to the terms or on behalf of such Investor’s constituent documents or otherwise; and (f) such Investor will at the Closing have sufficient funds to pay its Pro Rata Percentage of the Commitment.

Representations and Warranties of Investors. Each of the Investors Investor, on a several and not joint basis and solely with respect to itself, hereby represents and warrants, severally warrants to the Company and not jointly, that each other Investor as of the date of this Agreement and immediately prior to the Effective time as follows: (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and Such Investor has all requisite corporate or similar full power and authority to execute, execute and deliver this Agreement and to perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on such Investor’s part and do not contravene any provision of such Investor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied withobligations hereunder, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement Agreement has been duly and validly authorized, executed and delivered by such Investor and (assuming due execution is valid, binding and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than the Investors) constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, subject except as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws relating to or affecting creditors’ rights generally or by general principles of equity. (b) Such Investor’s execution and delivery of this Agreement and the Enforceability Exceptionsperformance of such Investor’s obligations hereunder do not and will not (i) conflict with, violate or result in any default under any mortgage, indenture, agreement, instrument or other contract to which such Investor is a party or by which Investor or its property is bound, (ii) violate any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which such Investor is subject, (iii) result in the imposition of any lien or encumbrance on any of such Investor’s 2011 Securities (other than as provided hereunder) or (iv) require the prior consent of, or any prior filing with or notice to, any governmental authority or third party. (c) Such Investor is the sole owner of the 2011 Securities tendered for exchange under this Agreement, as reflected on Schedule 1 hereto, free and clear of any pledges, liens, security interests, claims or other encumbrances of any kind (other than those arising under the Purchase Agreement or applicable securities laws). (d) Such Investor is an “accredited investor” for purposes of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring the Exchange Securities issued to such Investor for its own account for investment and not for the benefit or account of any other person or entity and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Exchange Securities for any minimum or other specific term and reserves the right to dispose of the Exchange Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (e) Such Investor, individually and/or together with its professional advisors, has such knowledge and experience in financial business matters that it is capable of evaluating the Pro Rata Percentage merits and risks of the Commitment transactions contemplated hereby. Such Investor acknowledges that the investment in the Exchange Securities involves a high degree of such Investor is less than the maximum amount risk, and that such Investor has determined that it is permitted suitable for it to invest participate in the transactions contemplated hereby. (f) Such Investor acknowledges that the Exchange Securities have not been registered under the Securities Act or any one portfolio investment state or foreign securities laws and that the Exchange Securities may not be sold, transferred, offered for sale, pledged hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of such an effective registration statement under the Securities Act and is registered under any applicable state or foreign securities laws or pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities laws. The Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Exchange Securities, and on requirements related to the Company which are outside the Investor’s constituent documents or otherwise; control, and (f) such Investor will at which the Closing have sufficient funds Company is under no obligation and may not be able to pay its Pro Rata Percentage of the Commitmentsatisfy.

Representations and Warranties of Investors. Each Investor represents and warrants individually and not jointly to the Company as of the Investors hereby represents and warrantsdate hereof as follows: a) Investor is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. b) The Notes are being acquired by Investor for investment purposes only, severally for Investor’s own account and not jointlywith the view to any resale or distribution thereof, and Investor is not participating, directly or indirectly, in an underwriting of such Notes, and will not take, or cause to be taken, any action that (awould cause Investor to be deemed an “underwriter” of such Notes as defined in Section 2(11) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction Securities Act. c) Investor acknowledges that Investor has been offered an opportunity to ask questions of, and receive answers from, the Company concerning the Company and Investor’s proposed purchase of the Notes, and that such Investor is satisfied with the Company’s response to any such requests. d) Investor has such knowledge and experience in which it financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes, is formed able to bear such risks, and has all requisite corporate or similar obtained, in Investor’s judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Notes. Investor has evaluated the risks of investing in the Company and has determined that the Notes are a suitable investment for Investor. e) Investor has full power and authority to execute, deliver enter into this Agreement and to perform this letter agreement; (bits obligations hereunder. f) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary All action on such Investor’s the part and do not contravene any provision of such Investor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due executionauthorization, delivery and performance of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement has been duly and validly executed and delivered by such Investor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and for the Limited Guarantee performance of all obligations of Investor hereunder has been taken, including with respect to all required corporate or organizational grant of authority with respect to such Investors as are corporations or other forms of entity. This Agreement has been duly executed and delivered by all parties hereto Investor and thereto, as applicable, other than the Investors) constitutes a legal, valid and legally binding obligation of such Investor Investor, enforceable against such Investor in accordance with its respective terms, subject to the Enforceability Exceptions; (ei) the Pro Rata Percentage laws of bankruptcy and the Commitment laws affecting creditors’ rights generally and (ii) the availability of such equitable remedies. g) Investor is less than not relying on the maximum amount Company with respect to tax and other investment advice in connection with its decision to purchase the Notes. Investor acknowledges that such Investor is permitted it has been advised by the Company to invest in any one portfolio investment pursuant consult with its tax or financial consultants prior to the terms of such Investor’s constituent documents or otherwise; and (f) such Investor will at the Closing have sufficient funds to pay its Pro Rata Percentage of the Commitmententering into this Agreement.