Common use of Representations as to Private Offering Clause in Contracts

Representations as to Private Offering. The EESI Stock is -------------------------------------- being delivered to the Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to issue the EESI Stock, each Seller represents and warrants as follows: (a) Each Seller maintains their residence in New York. (b) Each Seller acknowledges that they have received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESI. (c) The Sellers represent and warrant that the EESI Stock is being acquired for 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 EESI Stock, or any portion thereof, to any other person. (d) The Sellers represent and warrant that, in determining to acquire the EESI Stock, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI STOCK INVOLVES A HIGH DEGREE OF RISK, and represents and warrants that they can bear the economic risk of the acquisition of the EESI Stock, including the total loss of their investment. (f) 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 EESI Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Stock will be reasonable in relation to their net worth and current needs. (g) The Sellers understand that no federal or state agency has approved or disapproved the EESI Stock or made any finding or determination as to the fairness of the EESI Stock for investment. (h) The Sellers understand that the 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, acknowledgements and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller to acquire the EESI Stock. (i) The Sellers each acknowledge that they are officers and directors of the Companies. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the Companies, and have had access to all financial statements prepared by the Companies.

Representations as to Private Offering. The EESI Xxxx Stock is -------------------------------------- being delivered to the Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to issue the EESI Xxxx Stock, each Seller represents and warrants as follows: (a) Each Seller maintains their residence represents and warrants that he or she is a resident of New Jersey and is an accredited investor, as that term is defined in New YorkRegulation D under the Act. (b) Each Seller acknowledges that they have received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESIPublic Reports. (c) The Sellers represent and warrant that the EESI Xxxx Stock is being acquired for 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 EESI Xxxx Stock, or any portion thereof, to any other person. (d) The Sellers represent and warrant that, in determining to acquire the EESI Xxxx Stock, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI Xxxx Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI Purchaser and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI XXXX STOCK INVOLVES A HIGH DEGREE OF RISK, and represents and warrants that they can bear the economic risk of the acquisition of the EESI Xxxx Stock, including the total loss of their investment. (f) 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 EESI Xxxx Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Xxxx Stock will be be, reasonable in relation to their net worth and current needs. (g) The Sellers understand that no federal or state agency has approved or disapproved the EESI Xxxx Stock or the issuance or sale thereof or made any finding or determination as to the fairness of the EESI Xxxx Stock for investment. (h) The Sellers understand that the EESI 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, acknowledgements acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller Sellers to acquire the EESI Xxxx Stock. (i) The Sellers each acknowledge that they are officers and directors of the Companies. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the Companies, and have had access to all financial statements prepared by the Companies.

Representations as to Private Offering. The EESI Consideration --------------------------------------- Stock and the Warrants is -------------------------------------- being being, and the shares underlying the Warrants will be, when exercised, delivered to the Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to issue the EESI Consideration Stock, each Seller represents the Sellers represent and warrants warrant as follows: (a) Each Seller maintains their residence Xxx X. Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxxx are each a resident of Florida and Xxxxxxx Xxxxxxx is a resident of Colorado and that Xxx X. Xxxxxxx and Xxxxxxx Xxxxxxx are accredited investors, as that term is defined in New YorkRegulation D under the Act. (b) Each Seller acknowledges that they have received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESIPurchaser SEC Reports. (c) The Sellers represent and warrant that the EESI Stock Consideration is being being, and the shares to be acquired under the Warrants will be, acquired for 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 EESI Consideration Stock, or any portion thereof, to any other person. (d) The Sellers represent and warrant that, in determining to acquire the EESI StockConsideration Stock and the Warrants, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers advisors or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI StockConsideration Stock and the Warrants, been offered the opportunity to ask such questions and inspect such documents concerning EESI Purchaser and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI STOCK CONSIDERATION STOCK, THE WARRANTS AND THE SHARES TO BE ACQUIRED UPON EXERCISE OF THE WARRANTS INVOLVES A HIGH DEGREE OF RISK, and represents and warrants that they can bear the economic risk of the acquisition of the EESI StockConsideration Stock and the shares underlying the Warrants, if exercised, including the total loss of their investment. (f) 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 EESI Consideration Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Stock Consideration Stock, will be reasonable in relation to their net worth and current needs. (g) The Sellers understand that no federal or state agency has approved or disapproved the EESI Consideration Stock or made any finding or determination as to the fairness of the EESI Consideration Stock for investment. (h) The Sellers understand that the EESI Stock is Consideration 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, acknowledgements acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller Sellers to acquire the EESI Consideration Stock. (i) The Sellers each acknowledge that they are officers and directors of the Companies. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the Companies, and have had access to all financial statements prepared by the Companies.

Representations as to Private Offering. The EESI Stock is -------------------------------------- being delivered to the Sellers 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 issue the EESI Stock, each Seller USA Waste represents and warrants as follows: (a) Each Seller maintains their residence that it is a Delaware Corporation with its principal place of business located in New YorkTexas and is an "Accredited Investor," as that term is defined in Regulation D under the Act. (b) Each Seller acknowledges that they have received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESIPublic Reports. (c) The Sellers represent and warrant that the EESI Stock is being acquired for their 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 EESI Stock, or any portion thereof, to any other person. (d) The Sellers represent and warrant that, in determining to acquire the EESI Stock, they have it has relied solely upon their its independent investigation, including the advice of their its legal counsel and accountants or other financial advisers or purchaser representatives, and havehas, during the course of discussions concerning their its acquisition of the EESI Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI Purchasers and its their business and affairs as they have has requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS ACKNOWLEDGE USA WASTE ACKNOWLEDGES THAT THE ACQUISITION OF THE EESI STOCK INVOLVES A HIGH DEGREE OF RISK, and represents represent and warrants warrant that they it can bear the economic risk of the acquisition of the EESI Stock, including the total loss of their its investment. (f) 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 EESI Stock, and (iv) all their of its investments in and commitments to non-liquid investments are, and after their its acquisition of the EESI Stock will be be, reasonable in relation to their its net worth and current needs. (g) The Sellers understand that no federal or state agency has approved or disapproved the EESI Stock or made any finding or determination as to the fairness of the EESI Stock for investment. (h) The Sellers understand that the 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, acknowledgements acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller USA Waste to acquire the EESI Stock. (i) The Sellers each acknowledge that they are officers and directors of the Companies. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the Companies, and have had access to all financial statements prepared by the Companies.

Representations as to Private Offering. The EESI Stock is -------------------------------------- being delivered to the Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to issue the EESI Stock, each Seller represents and warrants as follows: (a) Each Seller maintains their his residence in New York.Pennsylvania; (b) Each Seller acknowledges that they have he has received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30Public Reports, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting as defined in Section 3.4 of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESIthis Agreement. (c) The Sellers represent and warrant that the EESI Stock is being acquired for 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 EESI Stock, or any portion thereof, to any other person. (d) The Sellers represent and warrant that, in determining to acquire the EESI Stock, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI STOCK INVOLVES A HIGH DEGREE OF RISK, and represents represent and warrants warrant that they can bear the economic risk of the acquisition of the EESI Stock, including the total loss of their investment. (f) 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 EESI Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Stock will be be, reasonable in relation to their net worth and current needs. (g) The Sellers understand that no federal or state agency has approved or disapproved the EESI Stock or made any finding or determination as to the fairness of the EESI Stock for investment. (h) The Sellers understand that the 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, acknowledgements acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller Sellers to acquire the EESI Stock. (i) The Sellers each acknowledge that they are officers and or directors of the CompaniesCompany. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the CompaniesCompany, and have had access to all financial statements prepared by the CompaniesCompany.

Representations as to Private Offering. The EESI Stock is -------------------------------------- being delivered to the 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 issue the EESI Stock, each Seller represents and warrants as follows: (a) Each Seller maintains their residence represents and warrants that he or she is a resident of New Jersey and is an accredited investor, as that term is defined in New YorkRegulation D under the Act. (b) Each Seller acknowledges that they have received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESIPublic Reports. (c) The Sellers represent and warrant that the EESI Stock is being acquired for 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 EESI Stock, or any portion thereof, to any other person. (d) The Sellers represent and warrant that, in determining to acquire the EESI Stock, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI Eastern and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI STOCK INVOLVES A HIGH DEGREE OF RISK, and represents and warrants that they can bear the economic risk of the acquisition of the EESI Stock, including the total loss of their investment. (f) 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 EESI Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Stock will be reasonable in relation to their net worth and current needs. (g) The Sellers understand that no federal or state agency has approved or disapproved the EESI Stock or made any finding or determination as to the fairness of the EESI Stock for investment. (h) The Sellers understand that the 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, acknowledgements acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller Sellers to acquire the EESI Stock. (i) The Sellers each acknowledge that they are officers and directors of the Companies. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the Companies, and have had access to all financial statements prepared by the Companies.

Representations as to Private Offering. The EESI Consideration -------------------------------------- Stock is -------------------------------------- being delivered to the Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to issue the EESI Consideration Stock, each Seller represents and warrants as follows: (a) Each Seller maintains their residence represents and warrants that he or she is a resident of Kentucky and is an accredited investor, as that term is defined in New YorkRegulation D under the Act. (b) Each Seller acknowledges that they have received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESIPublic Reports. (c) The Sellers represent and warrant that the EESI Consideration Stock is being acquired for 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 EESI Consideration Stock, or any portion thereof, to any other person. (d) The Sellers represent and warrant that, in determining to acquire the EESI Consideration Stock, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI Consideration Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI Eastern and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI CONSIDERATION STOCK INVOLVES A HIGH DEGREE OF RISK, and represents and warrants that they can bear the economic risk of the acquisition of the EESI Consideration Stock, including the total loss of their investment. (f) 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 EESI Consideration Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Consideration Stock will be reasonable in relation to their net worth and current needs. (g) The Sellers understand that no federal or state agency has approved or disapproved the EESI Consideration Stock or made any finding or determination as to the fairness of the EESI Consideration Stock for investment. (h) The Sellers understand that the EESI 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, acknowledgements acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller Sellers to acquire the EESI Consideration Stock. (i) The Sellers each acknowledge that they are officers and directors of the Companies. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the Companies, and have had access to all financial statements prepared by the Companies.

Representations as to Private Offering. The EESI MSI Stock is being -------------------------------------- being delivered to the 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 issue the EESI MSI Stock, each Seller represents Sellers represent and warrants warrant as follows: (a) Each Seller maintains their residence 8.5.1 Shareholders represent and warrant that they are residents of New Jersey and are accredited investors, as that term is defined in New YorkRegulation D under the Act. (b) Each Seller acknowledges 8.5.2 Sellers acknowledge that they have received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESIPublic Reports. (c) The 8.5.3 Sellers represent and warrant that the EESI MSI Stock is being acquired for 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 EESI MSI Stock, or any portion thereof, to any other person. (d) 8.5.4 The Sellers represent and warrant that, in determining to acquire the EESI MSI Stock, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI MSI Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI MSI and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) 8.5.5 THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI MSI STOCK INVOLVES A HIGH DEGREE OF RISK, and represents represent and warrants warrant that they can bear the economic risk of the acquisition of the EESI MSI Stock, including the total loss of their investment. (f) 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 EESI MSI Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI MSI Stock will be reasonable in relation to their net worth and current needs. (g) 8.5.7 The Sellers understand that no federal or state agency has approved or disapproved the EESI MSI Stock or made any finding or determination as to the fairness of the EESI MSI Stock for investment. (h) 8.5.8 The Sellers understand that the EESI 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, acknowledgements acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller Sellers to acquire the EESI MSI Stock. (i) The Sellers each acknowledge that they are officers and directors of the Companies. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the Companies, and have had access to all financial statements prepared by the Companies.

Representations as to Private Offering. The EESI Consideration -------------------------------------- Stock is -------------------------------------- being delivered to the Sellers in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to issue the EESI Consideration Stock, each Seller represents and warrants as follows: (a) Each Seller maintains their residence represents and warrants that he or she is a resident of Pennsylvania and is an accredited investor, as that term is defined in New YorkRegulation D under the Act. (b) Each Seller acknowledges that they have received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESIPublic Reports. (c) The Sellers represent and warrant that the EESI Consideration Stock is being acquired for 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 EESI 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. (d) The Sellers represent and warrant that, in determining to acquire the EESI Consideration Stock, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI Consideration Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI Purchaser and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI CONSIDERATION STOCK INVOLVES A HIGH DEGREE OF RISK, and represents and warrants that they can bear the economic risk of the acquisition of the EESI Consideration Stock, including the total loss of their investment. (f) 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 EESI Consideration Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Consideration Stock will be reasonable in relation to their net worth and current needs. (g) The Sellers understand that no federal or state agency has approved or disapproved the EESI Consideration Stock or made any finding or determination as to the fairness of the EESI Consideration Stock for investment. (h) The Sellers understand that the EESI 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, acknowledgements acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller Sellers to acquire the EESI Consideration Stock. (i) The Sellers each acknowledge that they are officers and directors of the Companies. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the Companies, and have had access to all financial statements prepared by the Companies.

Representations as to Private Offering. The EESI Consideration -------------------------------------- Stock is -------------------------------------- being delivered to the Sellers Company in a private placement under Section 4.2 of the Act and under Regulation D promulgated under the Act. To induce Purchaser to issue deliver the EESI Consideration Stock, each Seller represents and warrants as follows: (a) Each The Company is Delaware limited liability company and each Seller maintains their residence is an accredited investor, as that term is defined in New YorkRegulation D under the Act. (b) Each Seller acknowledges that they have received a copy of EESI's Annual Report on Form 10-K represents and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESI. (c) The Sellers represent and warrant warrants that the EESI Consideration Stock is being acquired for their 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 EESI Consideration Stock, or any portion thereof, to any other person. (dc) The Sellers represent Each Seller represents and warrant warrants that, in determining to acquire the EESI Consideration Stock, they have it has relied solely upon their its independent investigation, including the advice of their its legal counsel and accountants or other financial advisers or purchaser representatives, and havehas, during the course of discussions concerning their its acquisition of the EESI Consideration Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI Purchaser and its business and affairs as they have each Seller has requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (ed) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI CONSIDERATION STOCK INVOLVES A HIGH DEGREE OF RISK, and represents represent and warrants warrant that they can bear the economic risk of the Company's acquisition of the EESI Consideration Stock, including the total loss of their the investment. (fe) 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 EESI Consideration Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Consideration Stock will be reasonable in relation to their net worth and current needs. (gf) The Sellers understand that no federal or state agency has approved or disapproved the EESI Consideration Stock or made any finding or determination as to the fairness of the EESI Consideration Stock for investment. (hg) The Sellers understand that the EESI 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, acknowledgements acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller Sellers to acquire the EESI Consideration Stock. (ih) The Sellers each acknowledge that they are officers and directors of the Companies. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the CompaniesCompany, and have had access to all financial statements prepared by the CompaniesCompany.

Representations as to Private Offering. The EESI Stock is -------------------------------------- being delivered to the 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 issue the EESI Stock, each Seller represents and warrants as follows: (a) Each Seller maintains their residence represents and warrants that he is a resident of New Jersey and is an accredited investor, as that term is defined in New YorkRegulation D under the Act. (b) Each Seller acknowledges that they have he has received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESIPublic Reports. (c) The Sellers represent and warrant that the EESI Stock is being acquired for 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 EESI Stock, or any portion thereof, to any other person. (d) The Sellers represent and warrant that, in determining to acquire the EESI Stock, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI Eastern and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI STOCK INVOLVES A HIGH DEGREE OF RISK, and represents represent and warrants warrant that they can bear the economic risk of the acquisition of the EESI Stock, including the total loss of their investment. (f) 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 EESI Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Stock will be reasonable in relation to their net worth and current needs. (g) The Sellers understand that no federal or state agency has approved or disapproved the EESI Stock or made any finding or determination as to the fairness of the EESI Stock for investment. (h) The Sellers understand that the 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, acknowledgements acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller Sellers to acquire the EESI Stock. (i) The Sellers each acknowledge that they are officers and directors of the Companies. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the Companies, and have had access to all financial statements prepared by the Companies.

Representations as to Private Offering. The EESI Stock is Shares are ------------ -------------------------------------- being delivered to the 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 issue the EESI StockShares, each Seller Shareholder represents and warrants as follows: (a) Each Seller maintains The Shareholders maintain their residence in New York.Florida and have no intention of changing such domicile prior to the Closing; (b) Each Seller Shareholder acknowledges that they have received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Public Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESI.as hereinafter defined; (c) The Sellers Shareholders represent and warrant that the EESI Stock Shares is being acquired for 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 EESI StockShares, or any portion thereof, to any other person.; (d) The Sellers Shareholders represent and warrant that, in determining to acquire the EESI StockShares, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI StockShares, been offered the opportunity to ask such questions and inspect such documents concerning EESI and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied.; (e) THE SELLERS SHAREHOLDERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI STOCK SHARES INVOLVES A HIGH DEGREE OF RISK, and represents represent and warrants warrant that they can bear the economic risk of the acquisition of the EESI StockShares, including the total loss of their investment.; (f) 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 EESI StockShares, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Stock Shares, will be reasonable in relation to their net worth and current needs.; (g) The Sellers Shareholders understand that no federal or state agency has approved or disapproved the EESI Stock Shares or made any finding or determination as to the fairness of the EESI Stock Shares for investment.; (h) The Sellers Shareholders understand that the EESI Stock is 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, acknowledgements and understandings set forth herein in this Agreement in order to determine the applicability of such exemption and the suitability of Seller Shareholder to acquire the EESI Stock.Shares; (i) The Sellers each acknowledge that they are officers and directors Shareholders have not entered into any contract, agreement, undertaking, or arrangement to sell or otherwise transfer or dispose of the Companies. The Sellers 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 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 an exemption from such registration requirements is available; (k) Shareholder further represent and warrant acknowledges that they are 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 Companiesprospective 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 Companiesno/100 Dollars.

Representations as to Private Offering. The EESI Stock is Shares are ------------ -------------------------------------- being delivered to the 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 issue the EESI StockShares, each Seller Shareholder represents and warrants as follows: (a) Each Seller maintains The Shareholders maintain their residence in New YorkFlorida and have no intention of changing such domicile prior to the Closing. (b) Each Seller Shareholder acknowledges that they have received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Public Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESI.as hereinafter defined; (c) The Sellers Shareholders represent and warrant that the EESI Stock Shares is being acquired for 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 EESI StockShares, or any portion thereof, to any other person. (d) The Sellers Shareholders represent and warrant that, in determining to acquire the EESI StockShares, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI StockShares, been offered the opportunity to ask such questions and inspect such documents concerning EESI and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS SHAREHOLDERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI STOCK SHARES INVOLVES A HIGH DEGREE OF RISK, and represents represent and warrants warrant that they can bear the economic risk of the acquisition of the EESI StockShares, including the total loss of their investment. (f) 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 EESI StockShares, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Stock Shares, will be reasonable in relation to their net worth and current needs. (g) The Sellers Shareholders understand that no federal or state agency has approved or disapproved the EESI Stock Shares or made any finding or determination as to the fairness of the EESI Stock Shares for investment. (h) The Sellers Shareholders understand that the EESI Stock is 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, acknowledgements and understandings set forth herein in this Agreement in order to determine the applicability of such exemption and the suitability of Seller Shareholder to acquire the EESI StockShares. (i) The Sellers each acknowledge that they are officers and directors Shareholders have not entered into any contract, agreement, undertaking, or arrangement to sell or otherwise transfer or dispose of the Companies. The Sellers 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 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 an exemption from such registration requirements is available. (k) Shareholder further represent and warrant acknowledges that they are 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 Companiesprospective 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 Companiesno/100 Dollars.

Representations as to Private Offering. The EESI Consideration -------------------------------------- Stock is -------------------------------------- being delivered to the Sellers 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 issue the EESI Consideration Stock, each Seller Shareholder represents and warrants as follows: (a) Each Seller maintains their residence Shareholder represents and warrants that he or she is a resident of Texas and is an accredited investor, as that term is defined in New YorkRegulation D under the Act. (b) Each Seller Shareholder acknowledges that they have received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESIPublic Reports. (c) The Sellers Shareholders represent and warrant that the EESI Consideration Stock is being acquired for 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 EESI Consideration Stock, or any portion thereof, to any other person. (d) The Sellers Shareholders represent and warrant that, in determining to acquire the EESI Consideration Stock, they have relied solely upon their independent investigation, including the advice of their legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their acquisition of the EESI Consideration Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI Successor Corporation and its business and affairs as they have requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS SHAREHOLDERS ACKNOWLEDGE THAT THE ACQUISITION OF THE EESI CONSIDERATION STOCK INVOLVES A HIGH DEGREE OF RISK, and represents and warrants that they can bear the economic risk of the acquisition of the EESI Consideration Stock, including the total loss of their investment. (f) 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 EESI Consideration Stock, and (iv) all their investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Consideration Stock will be reasonable in relation to their net worth and current needs. (g) The Sellers Shareholders understand that no federal or state agency has approved or disapproved the EESI Consideration Stock or made any finding or determination as to the fairness of the EESI Consideration Stock for investment. (h) The Sellers Shareholders understand that the EESI 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, acknowledgements acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller Shareholders to acquire the EESI Consideration Stock. (i) The Sellers each acknowledge that they are officers and directors of the Companies. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the Companies, and have had access to all financial statements prepared by the Companies.

Representations as to Private Offering. The EESI Stock is being -------------------------------------- being delivered to the Sellers 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 issue the EESI Stock, each Seller represents and warrants as follows: (a) Each Seller maintains their residence represents and warrants that it is an accredited investor, as that term is defined in New YorkRegulation D under the Act. (b) Each Seller acknowledges that they have it has received a copy of EESI's Annual Report on Form 10-K and Form 10-K(a) for the fiscal year ended June 30, 1996, EESI's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1996, EESI's proxy statement for the annual meeting of stockholders held on February 29, 1996, EESI's proxy statement for the special meeting of stockholders held on August 8, 1996, EESI's Current Reports on Form 8-K dated June 21, 1996, July 2, 1996, and September 27, 1996, and press releases dated November 12, 1996, and October 28, 1996, concerning an acquisition and potential acquisition made and to be made by EESIPublic Reports. (c) The Sellers represent Seller represents and warrant warrants that the EESI Stock is being acquired for their 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 EESI Stock, or any portion thereof, to any other person. (d) The Sellers Seller represent and warrant that, in determining to acquire the EESI Stock, they have it has relied solely upon their its independent investigation, including the advice of their its legal counsel and accountants or other financial advisers or purchaser representatives, and have, during the course of discussions concerning their the acquisition of the EESI Stock, been offered the opportunity to ask such questions and inspect such documents concerning EESI Eastern and its business and affairs as they have it has requested so as to more fully understand the nature of the investment and to verify the accuracy of the information supplied. (e) THE SELLERS ACKNOWLEDGE SELLER ACKNOWLEDGES THAT THE ACQUISITION OF THE EESI STOCK INVOLVES A HIGH DEGREE OF RISK, and represents and warrants that they it can bear the economic risk of the acquisition of the EESI Stock, including the total loss of their its investment. (f) 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 EESI Stock, and (iv) all their its investments in and commitments to non-liquid investments are, and after their acquisition of the EESI Stock will be reasonable in relation to their its net worth and current needs. (g) The Sellers understand Seller understands that no federal or state agency has approved or disapproved the EESI Stock or made any finding or determination as to the fairness of the EESI Stock for investment. (h) The Sellers understand Seller understands that the 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, acknowledgements acknowledgments and understandings set forth herein in order to determine the applicability of such exemption and the suitability of Seller to acquire the EESI Stock. (i) The Sellers each acknowledge that they are officers and directors of the Companies. The Sellers further represent and warrant that they are familiar with the business and financial affairs of the Companies, and have had access to all financial statements prepared by the Companies.