Common use of Representations as to Private Offering Clause in Contracts

Representations as to Private Offering. The Consideration -------------------------------------- Stock is being delivered to the Company in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to deliver the Consideration Stock, each Seller represents and warrants as follows: (a) The Company is Delaware limited liability company and each Seller is an accredited investor, as that term is defined in Regulation D under the Act. (b) Each Seller represents and warrants that the Consideration Stock is being acquired for its own account without a view to public distribution or resale and that the Sellers have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration Stock, or any portion thereof, to any other person. (c) Each Seller represents and warrants that, in determining to acquire the Consideration Stock, it has relied solely upon its independent investigation, including the advice of its legal counsel and accountants or other financial advisers or purchaser representatives, and has, during the course of discussions concerning its acquisition of the Consideration Stock, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser and its business and affairs as each Seller has requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (d) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION STOCK INVOLVES A HIGH DEGREE OF RISK, and represent and warrant that they can bear the economic risk of the Company's acquisition of the Consideration Stock, including the total loss of the investment. (e) The Sellers represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration Stock will be reasonable in relation to their net worth and current needs. (f) The Sellers understand that no federal or state agency has approved or disapproved the Consideration Stock or made any finding or determination as to the fairness of the Consideration Stock for investment. (g) The Sellers understand that the Consideration Stock is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Sellers to acquire the Consideration Stock. (h) The Sellers represent and warrant that they are familiar with the business and financial affairs of the Company, and have had access to all financial statements prepared by the Company.

Representations as to Private Offering. The Consideration -------------------------------------- EESI Stock is -------------------------------------- being delivered to the Company USA Waste in a private placement under Section 4.2 4(2) of the Act and under Regulation D promulgated under the Act. To induce Purchaser Purchasers to deliver issue the Consideration EESI Stock, each Seller USA Waste represents and warrants as follows: (a) The Company that it is a Delaware limited liability company Corporation with its principal place of business located in Texas and each Seller is an accredited investor, "Accredited Investor," as that term is defined in Regulation D under the Act. (b) Each Seller represents and warrants that they have received a copy of the Public Reports. (c) that the Consideration EESI Stock is being acquired for its own account without a view to public distribution or resale and that the Sellers have USA Waste its has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration EESI Stock, or any portion thereof, to any other person. (cd) Each Seller represents and warrants that, in determining to acquire the Consideration EESI Stock, it has relied solely upon its independent investigation, including the advice of its legal counsel and accountants or other financial advisers or purchaser representatives, and has, during the course of discussions concerning its acquisition of the Consideration EESI Stock, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser Purchasers and its their business and affairs as each Seller has requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (de) THE SELLERS ACKNOWLEDGE USA WASTE ACKNOWLEDGES THAT THE ACQUISITION OF THE CONSIDERATION EESI STOCK INVOLVES A HIGH DEGREE OF RISK, and represent and warrant that they it can bear the economic risk of the Company's acquisition of the Consideration EESI Stock, including the total loss of the its investment. (ef) The Sellers represent and warrant that (i) they have it has adequate means of providing for their its current needs and financial contingencies, (ii) they have it has no need for liquidity in this investment, (iii) they have it has no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them it to dispose of the Consideration EESI Stock, and (iv) all their of its investments in and commitments to non-liquid investments are, and after their its acquisition of the Consideration EESI Stock will be be, reasonable in relation to their its net worth and current needs. (fg) The Sellers understand that no federal or state agency has approved or disapproved the Consideration EESI Stock or made any finding or determination as to the fairness of the Consideration EESI Stock for investment. (gh) The Sellers understand that the Consideration EESI Stock is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser is Purchasers are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Sellers USA Waste to acquire the Consideration EESI Stock. (h) The Sellers represent and warrant that they are familiar with the business and financial affairs of the Company, and have had access to all financial statements prepared by the Company.

Representations as to Private Offering. The Consideration -------------------------------------- Stock is being delivered to the Company Shareholders in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser Acquiror to deliver issue the Consideration Stock, each Seller Shareholder represents and warrants as follows: (a) The Company Each Shareholder represents and warrants that he or she is Delaware limited liability company a resident of Texas and each Seller is an accredited investor, as that term is defined in Regulation D under the Act. (b) Each Seller represents Shareholder acknowledges that they have received a copy of the Public Reports. (c) The Shareholders represent and warrants warrant that the Consideration Stock is being acquired for its their own account without a view to public distribution or resale and that the Sellers Shareholders have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration Stock, or any portion thereof, to any other person. (cd) Each Seller represents The Shareholders represent and warrants warrant that, in determining to acquire the Consideration Stock, it has they have relied solely upon its their independent investigation, including the advice of its their legal counsel and accountants or other financial advisers or purchaser representatives, and hashave, during the course of discussions concerning its their acquisition of the Consideration Stock, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser Successor Corporation and its business and affairs as each Seller has they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (de) THE SELLERS SHAREHOLDERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION STOCK INVOLVES A HIGH DEGREE OF RISK, and represent represents and warrant warrants that they can bear the economic risk of the Company's acquisition of the Consideration Stock, including the total loss of the their investment. (ef) The Sellers Shareholders represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration Stock will be reasonable in relation to their net worth and current needs. (fg) The Sellers Shareholders understand that no federal or state agency has approved or disapproved the Consideration Stock or made any finding or determination as to the fairness of the Consideration Stock for investment. (gh) The Sellers Shareholders understand that the Consideration Stock is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser Acquiror is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Sellers Shareholders to acquire the Consideration Stock. (h) The Sellers represent and warrant that they are familiar with the business and financial affairs of the Company, and have had access to all financial statements prepared by the Company.

Representations as to Private Offering. The Consideration -------------------------------------- EESI Stock is -------------------------------------- being delivered to the Company Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser Eastern to deliver issue the Consideration EESI Stock, each Seller represents and warrants as follows: (a) The Company Each Seller represents and warrants that he or she is Delaware limited liability company a resident of New Jersey and each Seller is an accredited investor, as that term is defined in Regulation D under the Act. (b) Each Seller represents acknowledges that they have received a copy of the Public Reports. (c) The Sellers represent and warrants warrant that the Consideration EESI Stock is being acquired for its their own account without a view to public distribution or resale and that the Sellers have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration EESI Stock, or any portion thereof, to any other person. (cd) Each Seller represents The Sellers represent and warrants warrant that, in determining to acquire the Consideration EESI Stock, it has they have relied solely upon its their independent investigation, including the advice of its their legal counsel and accountants or other financial advisers or purchaser representatives, and hashave, during the course of discussions concerning its their acquisition of the Consideration EESI Stock, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser Eastern and its business and affairs as each Seller has they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (de) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION EESI STOCK INVOLVES A HIGH DEGREE OF RISK, and represent represents and warrant warrants that they can bear the economic risk of the Company's acquisition of the Consideration EESI Stock, including the total loss of the their investment. (ef) The Sellers represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, and (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration Stock will be reasonable in relation to their net worth and current needs. (fg) The Sellers understand that no federal or state agency has approved or disapproved the Consideration EESI Stock or made any finding or determination as to the fairness of the Consideration EESI Stock for investment. (gh) The Sellers understand that the Consideration EESI Stock is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser Eastern is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Sellers to acquire the Consideration EESI Stock. (h) The Sellers represent and warrant that they are familiar with the business and financial affairs of the Company, and have had access to all financial statements prepared by the Company.

Representations as to Private Offering. The Consideration -------------------------------------- MSI Stock is being -------------------------------------- delivered to the Company Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser Buyer to deliver issue the Consideration MSI Stock, each Seller represents Sellers represent and warrants warrant as follows: (a) The Company is Delaware limited liability company 8.5.1 Shareholders represent and each Seller is an warrant that they are residents of New Jersey and are accredited investorinvestors, as that term is defined in Regulation D under the Act. (b) Each Seller represents 8.5.2 Sellers acknowledge that they have received a copy of the Public Reports. 8.5.3 Sellers represent and warrants warrant that the Consideration MSI Stock is being acquired for its their own account without a view to public distribution or resale and that the Sellers have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration MSI Stock, or any portion thereof, to any other person. (c) Each Seller represents 8.5.4 The Sellers represent and warrants warrant that, in determining to acquire the Consideration MSI Stock, it has they have relied solely upon its their independent investigation, including the advice of its their legal counsel and accountants or other financial advisers or purchaser representatives, and hashave, during the course of discussions concerning its their acquisition of the Consideration MSI Stock, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser MSI and its business and affairs as each Seller has they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (d) 8.5.5 THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION MSI STOCK INVOLVES A HIGH DEGREE OF RISK, and represent and warrant that they can bear the economic risk of the Company's acquisition of the Consideration MSI Stock, including the total loss of the their investment. (e) 8.5.6 The Sellers represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration MSI Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration MSI Stock will be reasonable in relation to their net worth and current needs. (f) 8.5.7 The Sellers understand that no federal or state agency has approved or disapproved the Consideration MSI Stock or made any finding or determination as to the fairness of the Consideration MSI Stock for investment. (g) 8.5.8 The Sellers understand that the Consideration MSI Stock is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser Buyer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Sellers to acquire the Consideration MSI Stock. (h) The Sellers represent and warrant that they are familiar with the business and financial affairs of the Company, and have had access to all financial statements prepared by the Company.

Representations as to Private Offering. The Consideration -------------------------------------- Stock is being delivered to the Company Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to deliver issue the Consideration Stock, each Seller represents and warrants as follows: (a) The Company Each Seller represents and warrants that he or she is Delaware limited liability company a resident of Kentucky and each Seller is an accredited investor, as that term is defined in Regulation D under the Act. (b) Each Seller represents acknowledges that they have received a copy of the Public Reports. (c) The Sellers represent and warrants warrant that the Consideration Stock is being acquired for its their own account without a view to public distribution or resale and that the Sellers have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration Stock, or any portion thereof, to any other person. (cd) Each Seller represents The Sellers represent and warrants warrant that, in determining to acquire the Consideration Stock, it has they have relied solely upon its their independent investigation, including the advice of its their legal counsel and accountants or other financial advisers or purchaser representatives, and hashave, during the course of discussions concerning its their acquisition of the Consideration Stock, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser Eastern and its business and affairs as each Seller has they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (de) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION STOCK INVOLVES A HIGH DEGREE OF RISK, and represent represents and warrant warrants that they can bear the economic risk of the Company's acquisition of the Consideration Stock, including the total loss of the their investment. (ef) The Sellers represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration Stock will be reasonable in relation to their net worth and current needs. (fg) The Sellers understand that no federal or state agency has approved or disapproved the Consideration Stock or made any finding or determination as to the fairness of the Consideration Stock for investment. (gh) The Sellers understand that the Consideration Stock is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Sellers to acquire the Consideration Stock. (h) The Sellers represent and warrant that they are familiar with the business and financial affairs of the Company, and have had access to all financial statements prepared by the Company.

Representations as to Private Offering. The Consideration EESI Shares are ------------ -------------------------------------- Stock is being delivered to the Company Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser Buyer to deliver issue the Consideration StockEESI Shares, each Seller Shareholder represents and warrants as follows: (a) The Company is Delaware limited liability company Shareholders maintain their residence in Florida and each Seller is an accredited investor, as that term is defined in Regulation D under have no intention of changing such domicile prior to the ActClosing. (b) Each Seller represents Shareholder acknowledges that they have received a copy of EESI's Public Reports as hereinafter defined; (c) The Shareholders represent and warrants warrant that the Consideration Stock EESI Shares is being acquired for its their own account without a view to public distribution or resale and that the Sellers Shareholders have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration StockEESI Shares, or any portion thereof, to any other person. (cd) Each Seller represents The Shareholders represent and warrants warrant that, in determining to acquire the Consideration StockEESI Shares, it has they have relied solely upon its their independent investigation, including the advice of its their legal counsel and accountants or other financial advisers or purchaser representatives, and hashave, during the course of discussions concerning its their acquisition of the Consideration StockEESI Shares, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser EESI and its business and affairs as each Seller has they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (de) THE SELLERS SHAREHOLDERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION STOCK EESI SHARES INVOLVES A HIGH DEGREE OF RISK, and represent and warrant that they can bear the economic risk of the Company's acquisition of the Consideration StockEESI Shares, including the total loss of the their investment. (ef) The Sellers Shareholders represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration StockEESI Shares, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration Stock EESI Shares, will be reasonable in relation to their net worth and current needs. (fg) The Sellers Shareholders understand that no federal or state agency has approved or disapproved the Consideration Stock EESI Shares or made any finding or determination as to the fairness of the Consideration Stock EESI Shares for investment. (gh) The Sellers Shareholders understand that the Consideration Stock is EESI Shares are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser Buyer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings set forth herein in this Agreement in order to determine the applicability of such exemption and the suitability of Sellers Shareholder to acquire the Consideration StockEESI Shares. (hi) The Sellers represent Shareholders have not entered into any contract, agreement, undertaking, or arrangement to sell or otherwise transfer or dispose of the Common Shares or any portion thereof to any other person. (j) Shareholders hereby agree that he or she will not, directly or indirectly, offer, sell, transfer, pledge, hypothecate, or otherwise dispose of any Common Shares (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any Common Shares), unless (i) the Common Shares are registered under the Securities Act and warrant the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder, or (ii) Shareholder obtains an opinion of counsel which is reasonably satisfactory to EESI that they are an exemption from such registration requirements is available. (k) Shareholder further acknowledges that he or she is familiar with the operations of EESI, and that he or she has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and financial affairs risks of the Companyprospective investment in the Shares. (l) Shareholder's net worth exceeds One Million and no/100 Dollars ($1,000,000.00), and, for the past two (2) years, Shareholder has had annual income of at least Two Hundred Thousand and have had access to all financial statements prepared by the Companyno/100 Dollars.

Representations as to Private Offering. The Consideration -------------------------------------- --------------------------------------- Stock and the Warrants is being being, and the shares underlying the Warrants will be, when exercised, delivered to the Company Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to deliver issue the Consideration Stock, each Seller represents the Sellers represent and warrants warrant as follows: (a) The Company Xxx X. Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxxx are each a resident of Florida and Xxxxxxx Xxxxxxx is Delaware limited liability company a resident of Colorado and each Seller is an that Xxx X. Xxxxxxx and Xxxxxxx Xxxxxxx are accredited investorinvestors, as that term is defined in Regulation D under the Act. (b) Each Seller represents acknowledges that they have received a copy of the Purchaser SEC Reports. (c) The Sellers represent and warrants warrant that the Consideration Stock is being being, and the shares to be acquired under the Warrants will be, acquired for its their own account without a view to public distribution or resale and that the Sellers have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration Stock, or any portion thereof, to any other person. (cd) Each Seller represents The Sellers represent and warrants warrant that, in determining to acquire the Consideration StockStock and the Warrants, it has they have relied solely upon its their independent investigation, including the advice of its their legal counsel and accountants or other financial advisers advisors or purchaser representatives, and hashave, during the course of discussions concerning its their acquisition of the Consideration StockStock and the Warrants, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser and its business and affairs as each Seller has they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (de) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION STOCK STOCK, THE WARRANTS AND THE SHARES TO BE ACQUIRED UPON EXERCISE OF THE WARRANTS INVOLVES A HIGH DEGREE OF RISK, and represent represents and warrant warrants that they can bear the economic risk of the Company's acquisition of the Consideration StockStock and the shares underlying the Warrants, if exercised, including the total loss of the their investment. (ef) The Sellers represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration Stock Stock, will be reasonable in relation to their net worth and current needs. (fg) The Sellers understand that no federal or state agency has approved or disapproved the Consideration Stock or made any finding or determination as to the fairness of the Consideration Stock for investment. (gh) The Sellers understand that the Consideration Stock is Stock, the Warrants and the shares underlying the Warrants, if exercised, are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Sellers to acquire the Consideration Stock. (h) The Sellers represent and warrant that they are familiar with the business and financial affairs of the Company, and have had access to all financial statements prepared by the Company.

Representations as to Private Offering. The Consideration -------------------------------------- Stock is being delivered to the Company Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to deliver issue the Consideration Stock, each Seller represents and warrants as follows: (a) The Company Each Seller represents and warrants that he or she is Delaware limited liability company a resident of Pennsylvania and each Seller is an accredited investor, as that term is defined in Regulation D under the Act. (b) Each Seller represents acknowledges that they have received a copy of the Public Reports. (c) The Sellers represent and warrants warrant that the Consideration Stock is being acquired for its their own account without a view to public distribution or resale and that the Sellers have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration Stock, or any portion thereof, to any other person. The foregoing representation does not limit or effect the rights the Sellers have under a Registration Agreement being delivered to the Sellers at Closing. (cd) Each Seller represents The Sellers represent and warrants warrant that, in determining to acquire the Consideration Stock, it has they have relied solely upon its their independent investigation, including the advice of its their legal counsel and accountants or other financial advisers or purchaser representatives, and hashave, during the course of discussions concerning its their acquisition of the Consideration Stock, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser and its business and affairs as each Seller has they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (de) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION STOCK INVOLVES A HIGH DEGREE OF RISK, and represent represents and warrant warrants that they can bear the economic risk of the Company's acquisition of the Consideration Stock, including the total loss of the their investment. (ef) The Sellers represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration Stock will be reasonable in relation to their net worth and current needs. (fg) The Sellers understand that no federal or state agency has approved or disapproved the Consideration Stock or made any finding or determination as to the fairness of the Consideration Stock for investment. (gh) The Sellers understand that the Consideration Stock is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Sellers to acquire the Consideration Stock. (h) The Sellers represent and warrant that they are familiar with the business and financial affairs of the Company, and have had access to all financial statements prepared by the Company.

Representations as to Private Offering. The Consideration -------------------------------------- EESI Stock is being -------------------------------------- delivered to the Company Seller in a private placement under Section 4.2 5.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser Eastern to deliver issue the Consideration EESI Stock, each Seller represents and warrants as follows: (a) The Company is Delaware limited liability company Seller represents and each Seller warrants that it is an accredited investor, as that term is defined in Regulation D under the Act. (b) Each Seller acknowledges that it has received a copy of the Public Reports. (c) The Seller represents and warrants that the Consideration EESI Stock is being acquired for its own account without a view to public distribution or resale and that the Sellers have Seller has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration EESI Stock, or any portion thereof, to any other person. (cd) Each The Seller represents represent and warrants warrant that, in determining to acquire the Consideration EESI Stock, it has relied solely upon its independent investigation, including the advice of its legal counsel and accountants or other financial advisers or purchaser representatives, and hashave, during the course of discussions concerning its the acquisition of the Consideration EESI Stock, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser Eastern and its business and affairs as each Seller it has requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (de) THE SELLERS ACKNOWLEDGE SELLER ACKNOWLEDGES THAT THE ACQUISITION OF THE CONSIDERATION EESI STOCK INVOLVES A HIGH DEGREE OF RISK, and represent represents and warrant warrants that they it can bear the economic risk of the Company's acquisition of the Consideration EESI Stock, including the total loss of the its investment. (ef) The Sellers represent Seller represents and warrant warrants that (i) they have it has adequate means of providing for their its current needs and financial contingencies, (ii) they have it has no need for liquidity in this investment, (iii) they have it has no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them it to dispose of the Consideration EESI Stock, and (iv) all their its investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration EESI Stock will be reasonable in relation to their its net worth and current needs. (fg) The Sellers understand Seller understands that no federal or state agency has approved or disapproved the Consideration EESI Stock or made any finding or determination as to the fairness of the Consideration EESI Stock for investment. (gh) The Sellers understand Seller understands that the Consideration EESI Stock is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser Eastern is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Sellers Seller to acquire the Consideration EESI Stock. (h) The Sellers represent and warrant that they are familiar with the business and financial affairs of the Company, and have had access to all financial statements prepared by the Company.

Representations as to Private Offering. The Consideration -------------------------------------- EESI Stock is -------------------------------------- being delivered to the Company Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser Eastern to deliver issue the Consideration EESI Stock, each Seller represents and warrants as follows: (a) The Company Each Seller represents and warrants that he is Delaware limited liability company a resident of New Jersey and each Seller is an accredited investor, as that term is defined in Regulation D under the Act. (b) Each Seller represents acknowledges that he has received a copy of the Public Reports. (c) The Sellers represent and warrants warrant that the Consideration EESI Stock is being acquired for its their own account without a view to public distribution or resale and that the Sellers have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration EESI Stock, or any portion thereof, to any other person. (cd) Each Seller represents The Sellers represent and warrants warrant that, in determining to acquire the Consideration EESI Stock, it has they have relied solely upon its their independent investigation, including the advice of its their legal counsel and accountants or other financial advisers or purchaser representatives, and hashave, during the course of discussions concerning its their acquisition of the Consideration EESI Stock, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser Eastern and its business and affairs as each Seller has they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (de) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION EESI STOCK INVOLVES A HIGH DEGREE OF RISK, and represent and warrant that they can bear the economic risk of the Company's acquisition of the Consideration EESI Stock, including the total loss of the their investment. (ef) The Sellers represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration EESI Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration EESI Stock will be reasonable in relation to their net worth and current needs. (fg) The Sellers understand that no federal or state agency has approved or disapproved the Consideration EESI Stock or made any finding or determination as to the fairness of the Consideration EESI Stock for investment. (gh) The Sellers understand that the Consideration EESI Stock is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser Eastern is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Sellers to acquire the Consideration EESI Stock. (h) The Sellers represent and warrant that they are familiar with the business and financial affairs of the Company, and have had access to all financial statements prepared by the Company.

Representations as to Private Offering. The Consideration -------------------------------------- Xxxx Stock is -------------------------------------- being delivered to the Company Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to deliver issue the Consideration Xxxx Stock, each Seller represents and warrants as follows: (a) The Company Each Seller represents and warrants that he or she is Delaware limited liability company a resident of New Jersey and each Seller is an accredited investor, as that term is defined in Regulation D under the Act. (b) Each Seller represents acknowledges that they have received a copy of the Public Reports. (c) The Sellers represent and warrants warrant that the Consideration Xxxx Stock is being acquired for its their own account for investment purposes only without a view to public distribution or resale and that the Sellers have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration Xxxx Stock, or any portion thereof, to any other person. (cd) Each Seller represents The Sellers represent and warrants warrant that, in determining to acquire the Consideration Xxxx Stock, it has they have relied solely upon its their independent investigation, including the advice of its their legal counsel and accountants or other financial advisers or purchaser representatives, and hashave, during the course of discussions concerning its their acquisition of the Consideration Xxxx Stock, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser and its business and affairs as each Seller has they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (de) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION XXXX STOCK INVOLVES A HIGH DEGREE OF RISK, and represent represents and warrant warrants that they can bear the economic risk of the Company's acquisition of the Consideration Xxxx Stock, including the total loss of the their investment. (ef) The Sellers represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration Xxxx Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration Xxxx Stock will be be, reasonable in relation to their net worth and current needs. (fg) The Sellers understand that no federal or state agency has approved or disapproved the Consideration Xxxx Stock or the issuance or sale thereof or made any finding or determination as to the fairness of the Consideration Xxxx Stock for investment. (gh) The Sellers understand that the Consideration Xxxx Stock is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Sellers to acquire the Consideration Xxxx Stock. (h) The Sellers represent and warrant that they are familiar with the business and financial affairs of the Company, and have had access to all financial statements prepared by the Company.

Representations as to Private Offering. The Consideration -------------------------------------- EESI Stock is -------------------------------------- being delivered to the Company Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to deliver issue the Consideration EESI Stock, each Seller represents and warrants as follows: (a) The Company is Delaware limited liability company and each Each Seller is an accredited investor, as that term is defined maintains his residence in Regulation D under the Act.Pennsylvania; (b) Each Seller represents acknowledges that he has received a copy of EESI's Public Reports, as defined in Section 3.4 of this Agreement. (c) The Sellers represent and warrants warrant that the Consideration EESI Stock is being acquired for its their own account without a view to public distribution or resale and that the Sellers have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration EESI Stock, or any portion thereof, to any other person. (cd) Each Seller represents The Sellers represent and warrants warrant that, in determining to acquire the Consideration EESI Stock, it has they have relied solely upon its their independent investigation, including the advice of its their legal counsel and accountants or other financial advisers or purchaser representatives, and hashave, during the course of discussions concerning its their acquisition of the Consideration EESI Stock, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser EESI and its business and affairs as each Seller has they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (de) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION EESI STOCK INVOLVES A HIGH DEGREE OF RISK, and represent and warrant that they can bear the economic risk of the Company's acquisition of the Consideration EESI Stock, including the total loss of the their investment. (ef) The Sellers represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration EESI Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration EESI Stock will be be, reasonable in relation to their net worth and current needs. (fg) The Sellers understand that no federal or state agency has approved or disapproved the Consideration EESI Stock or made any finding or determination as to the fairness of the Consideration EESI Stock for investment. (gh) The Sellers understand that the Consideration EESI Stock is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Sellers to acquire the Consideration EESI Stock. (hi) The Sellers each acknowledge that they are officers or directors of the Company. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the Company, and have had access to all financial statements prepared by the Company.

Representations as to Private Offering. The Consideration EESI Shares are ------------ -------------------------------------- Stock is being delivered to the Company Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser Buyer to deliver issue the Consideration StockEESI Shares, each Seller Shareholder represents and warrants as follows: (a) The Company is Delaware limited liability company Shareholders maintain their residence in Florida and each Seller is an accredited investor, as that term is defined in Regulation D under have no intention of changing such domicile prior to the Act.Closing; (b) Each Seller represents Shareholder acknowledges that they have received a copy of EESI's Public Reports as hereinafter defined; (c) The Shareholders represent and warrants warrant that the Consideration Stock EESI Shares is being acquired for its their own account without a view to public distribution or resale and that the Sellers Shareholders have no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of Consideration StockEESI Shares, or any portion thereof, to any other person.; (cd) Each Seller represents The Shareholders represent and warrants warrant that, in determining to acquire the Consideration StockEESI Shares, it has they have relied solely upon its their independent investigation, including the advice of its their legal counsel and accountants or other financial advisers or purchaser representatives, and hashave, during the course of discussions concerning its their acquisition of the Consideration StockEESI Shares, been offered the opportunity to ask such questions and inspect such documents concerning Purchaser EESI and its business and affairs as each Seller has they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied.; (de) THE SELLERS SHAREHOLDERS ACKNOWLEDGE THAT THE ACQUISITION OF THE CONSIDERATION STOCK EESI SHARES INVOLVES A HIGH DEGREE OF RISK, and represent and warrant that they can bear the economic risk of the Company's acquisition of the Consideration StockEESI Shares, including the total loss of the their investment.; (ef) The Sellers Shareholders represent and warrant that (i) they have adequate means of providing for their current needs and financial contingencies, (ii) they have no need for liquidity in this investment, (iii) they have no debts or other obligations, and cannot reasonably foresee any other circumstances, that are likely in the future to require them to dispose of the Consideration StockEESI Shares, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the Consideration Stock EESI Shares, will be reasonable in relation to their net worth and current needs.; (fg) The Sellers Shareholders understand that no federal or state agency has approved or disapproved the Consideration Stock EESI Shares or made any finding or determination as to the fairness of the Consideration Stock EESI Shares for investment.; (gh) The Sellers Shareholders understand that the Consideration Stock is EESI Shares are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that Purchaser Buyer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings set forth herein in this Agreement in order to determine the applicability of such exemption and the suitability of Sellers Shareholder to acquire the Consideration Stock.EESI Shares; (hi) The Sellers represent Shareholders have not entered into any contract, agreement, undertaking, or arrangement to sell or otherwise transfer or dispose of the Common Shares or any portion thereof to any other person; (j) Shareholders hereby agree that he or she will not, directly or indirectly, offer, sell, transfer, pledge, hypothecate, or otherwise dispose of any Common Shares (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any Common Shares), unless (i) the Common Shares are registered under the Securities Act and warrant the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder, or (ii) Shareholder obtains an opinion of counsel which is reasonably satisfactory to EESI that they are an exemption from such registration requirements is available; (k) Shareholder further acknowledges that he or she is familiar with the operations of EESI, and that he or she has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and financial affairs risks of the Companyprospective investment in the Shares; and (l) Shareholder's net worth exceeds One Million and no/100 Dollars ($1,000,000.00), and, for the past two (2) years, Shareholder has had annual income of at least Two Hundred Thousand and have had access to all financial statements prepared by the Companyno/100 Dollars.