Common use of Representations by Purchaser Clause in Contracts

Representations by Purchaser. Purchaser hereby represents, warrants, covenants and acknowledges that: (a) Purchaser has the authority to enter into this Agreement and when this Agreement is executed and delivered, it shall constitute a legal, valid and binding obligation, enforceable against Purchaser in accordance with its terms. (b) The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Purchaser of any material agreement or instrument to which she is a party, or by which she or any of her properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her or her properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which she is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by her of her obligations hereunder. (c) Purchaser understands and acknowledges that (i) the LUSTROS Shares being offered and sold to her hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that LUSTROS will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance. (d) Purchaser is acquiring the LUSTROS Shares for her own account for investment purposes only and not with a view to or for distributing or reselling such LUSTROS Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such LUSTROS Shares in compliance with applicable United States securities laws. (e) Purchaser, either alone or together with her representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the LUSTROS Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS Shares involves a “high degree” of risk. (f) Purchaser is able to bear the economic risk of an investment in the LUSTROS Shares and, at the present time, is able to afford a complete loss of such investment. (g) Purchaser acknowledges that she has been afforded (i) the opportunity to ask such questions as she has deemed necessary of, and to receive answers from, representatives of LUSTROS concerning the terms and conditions of the LUSTROS Shares and the merits and risks of investing in the LUSTROS Shares; (ii) access to information about LUSTROS and LUSTROS’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her investment in the LUSTROS Shares; and (iii) the opportunity to obtain such additional information which LUSTROS possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that he, it or it has received about LUSTROS. (h) Purchaser acknowledges that all of the certificates for the LUSTROS Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom. (i) Purchaser acknowledges and agrees that LUSTROS may place stop transfer orders with its transfer agent with respect to the LUSTROS Shares.

Representations by Purchaser. The Purchaser hereby representsrepresents and warrants to the Issuer that, warrantsas at the Agreement Date and at the Closing: (a) no prospectus has been filed by the Issuer with the Commissions in connection with the issuance of the Purchased Securities, covenants the issuance is exempted from the prospectus requirements of the Applicable Legislation and: (i) the Purchaser is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Purchaser may not receive information that would otherwise be required to be provided to the Purchaser under the Applicable Legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under the Applicable Legislation; (b) to the best of the Purchaser's knowledge, the Purchased Securities were not advertised; (c) no person has made to the Purchaser any written or oral representations: (i) that any person will resell or repurchase the Securities; (ii) that any person will refund the purchase price of the Purchased Securities; (iii) as to the future price or value of any of the Securities; or (iv) that the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post the Securities for trading on a stock exchange, other than the TSE and AMEX; (d) the Purchaser is not resident in British Columbia or Ontario; (e) the Purchaser is not a person, company or combination of persons or companies that is a "control person" of the Issuer as defined in the Applicable Legislation, will not become a "control person" by virtue of this purchase of any of the Securities, and does not intend to act in concert with any other person to form a control group of the Issuer; (f) the Purchaser acknowledges that: (ai) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) there is no government or other insurance covering the Securities; (iii) there are risks associated with the purchase of the Securities; (iv) there are restrictions on the Purchaser's ability to resell the Securities and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Securities; and (v) the Issuer has advised the Purchaser that the Issuer is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Purchaser; (g) this subscription has not been solicited in any other manner contrary to the Applicable Legislation; (h) the Purchaser is at arm's length (as that term is customarily defined) with the Issuer; (i) the Purchaser acknowledges that the Securities are subject to restrictions on trading in British Columbia and Ontario as described in the section headed "Legends" on page 3; (j) the Purchaser acknowledges that the Securities have not been registered under the U.S. Securities Act and may not be offered or sold unless registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available; (k) the Purchaser acknowledges that the Issuer will use its commercially reasonable efforts to obtain a final receipt for a Prospectus in British Columbia and Ontario and to procure the effectiveness of a Registration Statement in the U.S. within 90 days of the Closing; (l) the Purchaser (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it (or others for whom it is contracting hereunder) is solely responsible for compliance with applicable resale restrictions and applicable tax legislation; (m) the Purchaser has no knowledge of a "material fact" or "material change" (as those terms are defined in the Applicable Legislation) in the affairs of the Issuer that has not been generally disclosed to the public, save knowledge of this particular transaction; (n) the offer made by this subscription is irrevocable (subject to the Purchaser's right to withdraw the subscription and to terminate the obligations as set out in this Agreement) and requires acceptance by the Issuer and approval of the TSE; (o) the Purchaser has the authority legal capacity and competence to enter into and execute this Agreement and when to take all actions required pursuant to the Subscription Agreement and, if the Purchaser is a corporation it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been given to authorize execution of this Agreement on behalf of the Purchaser; (p) the entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound; (q) this Agreement has been duly executed and delivered, it shall constitute delivered by the Purchaser and constitutes a legal, valid and binding obligation, agreement of the Purchaser enforceable against the Purchaser; (r) the Purchaser has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Purchaser resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Purchaser may not be able to resell the Securities except in accordance with its terms.the applicable securities legislation and regulatory policies; (bs) The execution the Purchaser, and delivery of this Agreement and any beneficial purchaser for whom the performance of the obligations imposed hereunder will not conflict withPurchaser is acting, or result in a breach by Purchaser of any material agreement or instrument to which she is a party, or by which she or any of her properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her or her properties, will not conflict with, constitute a default under, or result resident in the breach of, any contract, agreement, state or other instrument to which she is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with jurisdiction set out on the execution and delivery of this Agreement and any related agreements or the performance by her of her obligations hereunder. first (ccover) Purchaser understands and acknowledges that (i) the LUSTROS Shares being offered and sold to her hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that LUSTROS will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance. (d) Purchaser is acquiring the LUSTROS Shares for her own account for investment purposes only and not with a view to or for distributing or reselling such LUSTROS Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions page of this Agreement, at all times to sell ; (t) the Purchaser is capable of assessing the proposed investment as a result of the Purchaser's financial experience or otherwise dispose as a result of all advice received from a registered person other than the Issuer or any part affiliates of such LUSTROS Shares in compliance with applicable United States securities laws.the Issuer; (eu) Purchaserif required by applicable securities legislation, either alone policy or together with her representativesorder or by any securities commission, has stock exchange or other regulatory authority, the Purchaser will execute, deliver, file and otherwise assist the Issuer in filing, such knowledgereports, sophistication undertakings and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the LUSTROS Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS Shares involves a “high degree” of risk. (f) Purchaser is able to bear the economic risk of an investment in the LUSTROS Shares and, at the present time, is able to afford a complete loss of such investment. (g) Purchaser acknowledges that she has been afforded (i) the opportunity to ask such questions as she has deemed necessary of, and to receive answers from, representatives of LUSTROS concerning the terms and conditions of the LUSTROS Shares and the merits and risks of investing in the LUSTROS Shares; (ii) access to information about LUSTROS and LUSTROS’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her investment in the LUSTROS Shares; and (iii) the opportunity to obtain such additional information which LUSTROS possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision other documents with respect to the investment and to verify the accuracy and completeness issue of the information that he, it or it has received about LUSTROS.Securities as may be required; (hv) the Purchaser acknowledges that all of the certificates for Agent or Canaccord Europe will receive a commission, agent's warrants,a corporate finance fee and an administration fee from the LUSTROS Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom.Issuer in connection with this Private Placement; (iw) the Purchaser will not conduct hedging transactions involving the Shares unless in compliance with the Applicable Legislation; (x) the Purchaser acknowledges that the Issuer will refuse, and agrees that LUSTROS may place stop transfer orders with has instructed its transfer agent to refuse, to register any transfers of the Purchased Securities or the underlying Shares, Warrants or Warrants Shares unless such transfer is made in accordance with respect regulations pursuant to, or registration under, the Applicable Legislation (including the U.S. Securities Act) or pursuant to the LUSTROS Sharesan available exemption from such registration.

Representations by Purchaser. The Purchaser hereby represents, warrants, covenants represents and acknowledges thatwarrants as follows: (a) Purchaser has read and carefully reviewed the authority Company’s public filings made with the U.S. Securities and Exchange Commission (“SEC”) for periods covering at least the prior 18 months (“SEC Filings”); has read this Subscription Agreement (including any and all amendments and addendums thereto) and the Exhibits thereto relating to enter into this Agreement the offering of the Securities, and when this Agreement is executed has relied only on the information contained therein or otherwise provided to him in writing by the Company, and deliveredagrees to be bounds by all the terms contained therein. Without limiting the foregoing, it shall constitute a legal, valid and binding obligation, enforceable against the Purchaser acknowledges that Purchaser has read the Risk Factors contained in accordance with its termsthe SEC Filings. (b) The execution Purchaser understands that he is subscribing for the Securities without being furnished any offering material other than as set forth in Section 2(a) above, and delivery that Purchaser has had an opportunity to obtain additional information in writing concerning the terms and conditions of this Agreement offering, the Company, and the performance any other matters relating directly or in directly to this purchase of the obligations imposed hereunder will not conflict withSecurities, or result in a breach by Purchaser as may be necessary to verify the accuracy of any material agreement or instrument to which she is a party, or by which she or any of her properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her or her properties, will not conflict with, constitute a default under, or result the information contained in the breach of, any contract, agreement, SEC Filings or other instrument to which she is a party or is as otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required provided in connection with the execution and delivery of this Agreement and any related agreements or the performance by her of her obligations hereunderwriting. (c) Purchaser understands that the Securities have not been registered under the Act pursuant to Regulation S promulgated thereunder by the SEC relating to the offer and acknowledges sale of securities outside the United States, and Purchaser has no right to require such registration (legends will be placed on any certificates evidencing the Securities with respect to restrictions on distribution, transfer, resale, assignment or subdivision of the Securities imposed by federal securities laws). Purchaser understands that (i) the LUSTROS Shares being offered and sold to her hereunder Securities are characterized as "restricted securities" under the Act inasmuch as they are being offered acquired from the Company in a transaction not involving a public offering and sold that under the Act and applicable regulations thereunder such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, such Purchaser represents that Purchaser is familiar with Rule 144 under the Act as presently in effect, and understands the resale limitations, including volume limitations, imposed thereby and by the Act. In addition, Purchaser understands that the SEC has not approved or disapproved these securities, nor has it passed upon or endorsed the merits of this offering, or the accuracy or adequacy of the documents provided by the Company. (d) The Securities Act of 1933are being purchased him for Purchaser’s own account, as amended principal, for investment and not with the view toward or for resale in connection with the distribution of a security. (e) Purchaser or Purchaser’s agents or investment advisers have such knowledge and experience and financial and business matters that will enable Purchaser to utilize information of made available to Purchaser in connection with the “Securities Act”) in a private placement that is exempt from the registration provisions offering of the Securities Act to evaluate the risks of the prospective investment and to make an informed investment decision. (f) Purchaser recognizes that the Company has a history of significant losses, has never generated a profit, and that the Securities as an investment involve a high degree of risk. (g) Purchaser understands that Purchaser’s right to transfer the Securities will be restricted, which include restrictions against transfers unless the transfer is not in violation of the Act, and all other applicable securities laws. Purchaser realizes that the Securities cannot be readily resold under Section 4(2the Act, and therefore Purchaser must not purchase the Securities unless Purchaser has liquid assets sufficient to assure Purchaser that such purchases will cause Purchaser no undue financial difficulties and that Purchaser can still provide for Purchaser’s current needs and possible personal contingencies. (h) All information which Purchaser has provided to the Company concerning Purchaser, Purchaser’s financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end hereof. The Purchaser hereby agrees to indemnify, defend and hold harmless the Company and all of its shareholders, officers, directors, affiliates and advisors from any and all damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees) that they may incur by reason of the Purchaser’s failure to fulfill all of the terms and conditions of this Agreement or by reason of the untruth or inaccuracy of any of the representations, warranties or agreements contained herein or in any other documents he has furnished to any of the Company in connection with this transaction. This indemnification includes, but is not limited to, any damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees) incurred by the Company or any of its shareholders, officers, directors, affiliates or advisors defending against any alleged violation of federal or state securities laws which is based upon or related to any untruth or inaccuracy of any of Purchaser’s representations, warranties or agreements contained herein or in any other documents he has furnished to any of the foregoing in connection with this transaction. (i) The Purchaser understands and agrees that: (i) Purchaser may not transfer or assign this Agreement, or any interest herein, and any purported transfer shall be void; (ii) Purchaser hereby acknowledges and agrees that Purchaser is not entitled to cancel, terminate or revoke the Agreement and that this Agreement will be binding on Purchaser’s heirs, successors and personal representatives; (iii) this Agreement constitutes the entire agreement among the parties hereto with respect to the sale of the Securities Act and Regulation Dmay be amended, modified or terminated only by writing executed by all parties (except as provided herein with respect to rejection of this Agreement by the Company); (iiiv) within five (5) days after receipt of a written request from the Company, the Purchaser agrees to provide such information and to execute and deliver such documents as may be reasonably necessary to comply with any and all laws and regulations to which the Company is subject; and (v) the representations and warranties of the Purchaser set forth herein shall survive the sale of the Securities pursuant to this Agreement. (j) At no time was the Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Securities. (k) Other than the amount Purchaser is subscribing for as set froth in Section 1 hereof, no minimum amount is required to be sold in order to effect the Closing. The Company will require additional funding to continue as a going concern and fund working capital. No assurance can be made that such additional funds will be available to the Company. (l) Purchaser acknowledges that Purchaser understands that the Company has in the past, and expects to in the future, continue to issue shares of common stock to investors, as well as to consultants, employees, officers and directors. The Company has in the past, and expects to in the future, use stock issuances in lieu of cash payments to certain consultants, vendors, employees and other parties. Such issuances are made in the sole discretion of the Board of Directors and may substantially and materially dilute the Purchaser’s ownership in the Company. (m) No director, officer, agent or employee of Company or any other person has at any time expressly or implicitly represented, guaranteed, or warranted to it, him or her that (a) Purchaser may freely transfer the Securities, (b) that a percentage of profit or amount or type of consideration will be realized as a result of an investment in the Securities, (c) that past performance or experience on the part of the directors, officers, agents or employees of Company or any other person in any way indicates the predictable results of the ownership of the Securities or of Company's overall business, (d) that any cash distributions from Company's operations or otherwise will be made to the Purchaser by any specific date or will be made at all, (e) that any specific tax benefits will accrue as a result of an investment in Company or (f) that the Company’s common stock price will be at or above the per share purchase price set forth in Section 1(a) above at or following the Closing. (n) Purchaser is an “accredited investor” within the meaning of Regulation D as defined in Rule 501 promulgated under the Securities Act and (iii) the availability of such exemption depends in part on, and that LUSTROS will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such relianceAct. (do) Purchaser is acquiring duly incorporated, domiciled and in good standing in the LUSTROS Shares for her own account for investment purposes only Isle of Man. Purchaser, and not with a view to or for distributing or reselling such LUSTROS Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s rightlegal counsel, subject to are familiar with Regulation S under the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such LUSTROS Shares in compliance with applicable Act. Purchaser is not a United States securities laws. (e) Purchaser, either alone or together with her representatives, has such knowledge, sophistication person and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the LUSTROS Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS Shares involves a “high degree” of risk. (f) Purchaser is able to bear the economic risk of an investment in the LUSTROS Shares and, at the present time, is able to afford a complete loss of such investment. (g) Purchaser acknowledges that she has been afforded (i) the opportunity to ask such questions as she has deemed necessary of, and to receive answers from, representatives of LUSTROS concerning the terms and conditions located outside of the LUSTROS Shares and the merits and risks of investing in the LUSTROS Shares; (ii) access to information about LUSTROS and LUSTROS’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her investment in the LUSTROS Shares; and (iii) the opportunity to obtain such additional information which LUSTROS possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that he, it or it has received about LUSTROS. (h) Purchaser acknowledges that all of the certificates for the LUSTROS Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom. (i) Purchaser acknowledges and agrees that LUSTROS may place stop transfer orders with its transfer agent with respect to the LUSTROS Shares.U.S.

Representations by Purchaser. Purchaser I hereby representscovenant, warrantswarrant, covenants and acknowledges thatrepresent to Corporation as follows: (a) Purchaser has I have received an Investment Disclosure Statement in the authority to enter into form attached hereto as Exhibit "B" (the "Disclosure Statement") and by this Agreement reference made a part hereof, and when this Agreement is executed that I have carefully and delivered, it shall constitute a legal, valid thoroughly read and binding obligation, enforceable against Purchaser in accordance with its terms.understand such Disclosure Statement; (b) The execution Warrant which is the subject of my purchase hereunder, and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Purchaser of any material agreement or instrument to which she is a party, or by which she or any of her properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her or her propertiesRights therein, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which she is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance be acquired by her of her obligations hereunder. (c) Purchaser understands and acknowledges that (i) the LUSTROS Shares being offered and sold to her hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that LUSTROS will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance. (d) Purchaser is acquiring the LUSTROS Shares me for her investment for my own account for investment purposes only and not with a view to or the offer for distributing or reselling such LUSTROS Sharessale, or the sale, in connection with the distribution or transfer thereof, and I am not participating, directly or indirectly, in an underwriting of any part thereof such distribution or interest thereintransfer; (c) My income and net worth are such that I am not now, without prejudiceand do not contemplate being, however, required to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all any portion of any investment in the Warrant and/or Rights to satisfy any existing or any part of such LUSTROS Shares in compliance with applicable United States securities laws. (e) Purchaser, either alone expected undertaking or together with her representatives, has such knowledge, sophistication and experience in business and financial matters so as indebtedness. I am also able to be capable of evaluating bear the merits and economic risks of an investment in the LUSTROS SharesWarrant and Note, and has so evaluated including, without limiting the merits and risks generality of such investment; Purchaser understands that an the foregoing, the risk of losing all or any part of my investment in the LUSTROS Shares involves a “high degree” Warrant and Note and my probable inability to sell or transfer the Warrant, the Note and/or the Rights for an indefinite period of risk.time; (d) My income and net worth are such that I am able to provide debt financing to the Corporation in an amount equal to the Financing Amount and am able to accept the risk of losing all such sums provided thereunder because of non-payment of any or all amounts due under the Note; (e) I will not sell the Warrant or any Rights thereunder, except in strict compliance with the provisions of the Warrant and this Subscription Letter; (f) Purchaser is In addition to the Disclosure Statement, I have been granted access to all information, financial and otherwise, in respect to Corporation which I have requested, and with my professional advisors have examined such information and am satisfied with respect to the same; (g) Either (i) I am relying on my own financial advisor, tax advisor and/or professional investment representative in making this investment decision and I am able to bear the economic risk of an this investment, or (ii) my education, business and investing experience and financial sophistication enable me to evaluate the economic merits of my investment in the LUSTROS Shares and, at the present time, is able to afford a complete loss of such investment. (g) Purchaser acknowledges that she has been afforded (i) the opportunity to ask such questions as she has deemed necessary of, Note and to receive answers from, representatives of LUSTROS concerning the terms and conditions of the LUSTROS Shares and the merits and risks of investing in the LUSTROS Shares; (ii) access to information about LUSTROS and LUSTROS’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her investment in the LUSTROS Shares; and (iii) the opportunity to obtain such additional information which LUSTROS possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that he, it or it has received about LUSTROS.Warrant; (h) Purchaser acknowledges I have adequate means of providing for my current financial needs and personal contingencies, and I have no need for liquidity in my investment in the Note and the Warrant. I am financially responsible, able to meet my obligations hereunder, and acknowledge that all of the certificates for the LUSTROS Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS Shares are either registered under the provisions of the Securities Act this investment is long term and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom.by its nature speculative; (i) Purchaser acknowledges My personal financial circumstances, investment portfolio and agrees tax bracket are such that LUSTROS I believe the purchase contemplated herein to be a suitable investment; (j) No oral or written representations or statements have been made in connection with the Note and the Warrant that were made in any way inconsistent with the Investment Disclosure Statement; (k) I have access to advice from qualified sources, including an attorney and accountant, and have had the opportunity to consult with them concerning this investment, especially in connection with the tax aspects of the offering; and (l) I understand that this Subscription Letter may place stop transfer orders with be accepted or rejected in whole or in part by the Corporation in its transfer agent with respect to the LUSTROS Sharessole and absolute discretion.

Representations by Purchaser. Purchaser hereby represents, warrants, covenants and acknowledges thatrepresents to Seller as follows: (ai) that Purchaser is a corporation duly organized and validly existing and in good standing under the laws of the District of Columbia, that Purchaser has the requisite power and authority to enter into this Agreement Agreement, and when this Agreement the Closing Documents (as herein defined) that it is party to; such documents have been duly authorized by all necessary action on the part of Purchaser and have been or will be duly executed and delivered; that the execution, it shall constitute delivery and performance by Purchaser of such documents will not conflict with or result in violation of Purchaser’s organizational documents or any judgment, order or decree of any court or arbiter to which Purchaser is a legal, party; such documents are valid and binding obligationobligations of Purchaser, and are enforceable against Purchaser in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, creditor’s rights and other similar laws. (bii) The execution Purchaser has not received written notice that Purchaser is: (A) listed on the Specially Designated Nationals and delivery of this Agreement and Blocked Persons List maintained by OFAC pursuant to the performance of Order and/or on any Lists; (B) a person who has been determined by competent authority to be subject to the obligations imposed hereunder will not conflict with, or result in a breach by Purchaser of any material agreement or instrument to which she is a party, or by which she or any of her properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her or her properties, will not conflict with, constitute a default under, or result prohibitions contained in the breach Order; (C) owned or controlled by, and does not act for or on behalf of, any contract, agreement, person or entity on the Lists or any other instrument person or entity who has been determined by competent authority to which she is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required be subject to the prohibitions contained in connection with the execution and delivery of this Agreement and any related agreements or the performance by her of her obligations hereunderOrder. (ciii) Purchaser shall not transfer or permit the transfer of any interest in Purchaser to any person or entity who is listed on the Lists. (iv) Purchaser is able to bear the economic risk of the investment in the Membership Units; (v) Purchaser has knowledge and experience in financial and business matters, that it is capable of evaluating the merits and risks of the prospective investment in the Membership Units and that it is able to bear such risks. (vi) Purchaser understands an investment in the Membership Units is highly speculative but believes that the investment is suitable for Purchaser based upon its investment objectives and acknowledges that financial needs, and has adequate means for providing for its current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Membership Units; (ivii) Purchaser is acquiring the LUSTROS Shares being offered Membership Units for its own account only and sold to her hereunder are being offered and sold without registration under not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any rule or regulation thereunder. (viii) Purchaser acknowledges and understands that the Membership Units have not been registered under the Act or under any state securities laws and will be subject to transfer restrictions under the Act and applicable state securities law. The Membership Units constitute “restricted securities,” as such term is defined in a private placement that is exempt from the registration provisions Rule 144 of the Securities Act Act, and accordingly, the Membership Units must be held indefinitely, until subsequently registered under Section 4(2) of the Securities Act and Regulation D; Act, an exception from registration is available or the Membership Units are resold in conformance with Rule 144. Purchaser agrees that one or more restrictive legends may be placed on the certificate(s), if any, representing the Membership Units that reflect such resale limitations. (iiix) Purchaser is an “accredited investor” within the meaning as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and (iii) the availability of such exemption depends in part on, and that LUSTROS will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such relianceAct. (d) Purchaser is acquiring the LUSTROS Shares for her own account for investment purposes only and not with a view to or for distributing or reselling such LUSTROS Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such LUSTROS Shares in compliance with applicable United States securities laws. (e) Purchaser, either alone or together with her representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the LUSTROS Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS Shares involves a “high degree” of risk. (f) Purchaser is able to bear the economic risk of an investment in the LUSTROS Shares and, at the present time, is able to afford a complete loss of such investment. (g) Purchaser acknowledges that she has been afforded (i) the opportunity to ask such questions as she has deemed necessary of, and to receive answers from, representatives of LUSTROS concerning the terms and conditions of the LUSTROS Shares and the merits and risks of investing in the LUSTROS Shares; (ii) access to information about LUSTROS and LUSTROS’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her investment in the LUSTROS Shares; and (iii) the opportunity to obtain such additional information which LUSTROS possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that he, it or it has received about LUSTROS. (h) Purchaser acknowledges that all of the certificates for the LUSTROS Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom. (i) Purchaser acknowledges and agrees that LUSTROS may place stop transfer orders with its transfer agent with respect to the LUSTROS Shares.

Representations by Purchaser. Purchaser hereby represents, warrants, covenants and acknowledges thatmakes the following representations as the basis for the undertakings of the Seller contained in this Agreement: (a) Purchaser is authorized under the provisions of the Constitution and laws of the State of Maryland and has the all necessary power, right and authority to enter into the transactions contemplated by this Agreement and when this to carry out its obligations hereunder. (b) This Agreement is executed and delivered, it shall the Trust Agreement constitute a legal, valid and binding obligation, obligations of the Purchaser enforceable against the Purchaser in accordance with its their respective terms, except as same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights, by applicable laws which may limit the availability of remedies hereunder or thereunder, or by equitable principles. (bc) The execution Purchaser shall cause to be executed and delivery delivered to Seller, an opinion of this Agreement and its counsel in substantially the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Purchaser of any material agreement or instrument to which she is a party, or by which she or any of her properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her or her properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which she is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection form attached hereto as Exhibit B-1 concurrently with the execution and delivery of this Agreement and any related agreements or the performance by her of her obligations hereunder. (c) Purchaser understands and acknowledges that (i) the LUSTROS Shares being offered and sold to her hereunder are being offered and sold without registration Certificates under the Securities Act of 1933, as amended (the “Securities Act”) in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that LUSTROS will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such relianceTrust Agreement. (d) Purchaser is acquiring During the LUSTROS Shares for her own account for investment purposes only and not with a view to or for distributing or reselling such LUSTROS Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions Term of this Agreement, at all times to sell the Buses will be used by Purchaser only for the purpose of performing one or otherwise dispose more essential governmental functions of all or any part Purchaser consistent with the permissible scope of such LUSTROS Shares in compliance with applicable United States securities lawsPurchaser’s authority and within the scope of authorized public purposes. (e) The execution, delivery and performance by the Purchaser of this Agreement will not violate any provision of Applicable Law or any judgment, order, decree, rule or regulation binding upon it the violation of which would have a materially adverse effect upon the Purchaser, either alone the Buses or together with her representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the LUSTROS Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS Shares involves a “high degree” of riskoperation thereof. (f) There are no actions, suits or proceedings pending against the Purchaser is able or, to bear the economic risk knowledge of an investment in the LUSTROS Shares andPurchaser, at threatened against the present timePurchaser before or by any court, is able governmental body or agency or other tribunal or authority which would, if adversely determined, have a materially adverse effect on the authority or ability of the Purchaser to afford a complete loss of such investmentperform its obligations under this Agreement, or which question the legality, validity or enforceability hereof. (g) Purchaser acknowledges that she has been afforded (i) There is no Event of Default or, to the opportunity to ask such questions as she has deemed necessary of, and to receive answers from, representatives of LUSTROS concerning the terms and conditions knowledge of the LUSTROS Shares and Purchaser, no event which, with the merits and risks giving of investing in notice or passage of time, would constitute an Event of Default under the LUSTROS Shares; (ii) access to information about LUSTROS and LUSTROS’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her investment in the LUSTROS Shares; and (iii) the opportunity to obtain such additional information which LUSTROS possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that he, it or it has received about LUSTROSTrust Agreement. (h) The Purchaser acknowledges that all will apply the proceeds of the certificates for Series 2019 Certificates as provided in the LUSTROS Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefromTrust Agreement. (i) Purchaser acknowledges and agrees that LUSTROS may place stop transfer orders with its transfer agent has not failed to obtain approval, consent or withholding of objections as required from any governmental authority with respect to this Agreement, which failure would have a materially adverse effect upon the LUSTROS SharesPurchaser, the Buses, or the operation thereof. (j) Purchaser will comply with the information reporting requirements of Section 149(e) of the Internal Revenue Code, including but not limited to the execution of information statements requested by ▇▇▇▇▇▇. (k) Purchaser shall pay to the Trustee, from time to time, compensation for services rendered by the Trustee under the Trust Agreement, such compensation to be paid in accordance with the terms of a separate agreement between the Trustee and Purchaser.

Representations by Purchaser. Purchaser hereby represents, warrants, covenants and acknowledges that: (a) Purchaser has the authority to enter into this Agreement and when this Agreement is executed and delivered, it shall constitute a legal, valid and binding obligation, enforceable against Purchaser in accordance with its terms. (b) The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Purchaser of any material agreement or instrument to which she is a party, or by which she or any of her properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her she or her properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which she is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by her of her obligations hereunder. (c) Purchaser understands and acknowledges that (i) the LUSTROS Kensington Shares being offered and sold to her hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) ), in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that LUSTROS Kensington will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance. (d) Purchaser is acquiring the LUSTROS Kensington Shares for her own account for investment purposes only and not with a view to or for distributing or reselling such LUSTROS Kensington Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such LUSTROS Kensington Shares in compliance with applicable United States securities laws. . (e) Purchaser, either alone or together with her representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the LUSTROS Kensington Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS Kensington Shares involves a “high degree” of risk. (f) Purchaser is able to bear the economic risk of an investment in the LUSTROS Shares and, at the present time, is able to afford a complete loss of such investment. (g) Purchaser acknowledges that she has been afforded (i) the opportunity to ask such questions as she has deemed necessary of, and to receive answers from, representatives of LUSTROS concerning the terms and conditions of the LUSTROS Shares and the merits and risks of investing in the LUSTROS Shares; (ii) access to information about LUSTROS and LUSTROS’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her investment in the LUSTROS Shares; and (iii) the opportunity to obtain such additional information which LUSTROS possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that he, it or it has received about LUSTROS. (h) Purchaser acknowledges that all of the certificates for the LUSTROS Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom. (i) Purchaser acknowledges and agrees that LUSTROS may place stop transfer orders with its transfer agent with respect to the LUSTROS Shares.

Representations by Purchaser. Purchaser hereby represents, warrants, covenants and acknowledges that: (a) Purchaser has the authority to enter into this Agreement and when this Agreement is executed and delivered, it shall constitute a legal, valid and binding obligation, enforceable against Purchaser in accordance with its terms. (b) The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Purchaser of any material agreement or instrument to which she is a party, or by which she or any of her properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her or her properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which she is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by her of her obligations hereunder. (c) Purchaser understands and acknowledges that (i) the LUSTROS CASABLANCA Shares being offered and sold to her hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that LUSTROS CASABLANCA will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance. (d) Purchaser is acquiring the LUSTROS CASABLANCA Shares for her own account for investment purposes only and not with a view to or for distributing or reselling such LUSTROS CASABLANCA Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such LUSTROS CASABLANCA Shares in compliance with applicable United States securities laws. (e) Purchaser, either alone or together with her representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the LUSTROS CASABLANCA Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS CASABLANCA Shares involves a “high degree” of risk. (f) Purchaser is able to bear the economic risk of an investment in the LUSTROS CASABLANCA Shares and, at the present time, is able to afford a complete loss of such investment. (g) Purchaser acknowledges that she has been afforded (i) the opportunity to ask such questions as she has deemed necessary of, and to receive answers from, representatives of LUSTROS CASABLANCA concerning the terms and conditions of the LUSTROS CASABLANCA Shares and the merits and risks of investing in the LUSTROS CASABLANCA Shares; (ii) access to information about LUSTROS CASABLANCA and LUSTROSCASABLANCA’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her investment in the LUSTROS CASABLANCA Shares; and (iii) the opportunity to obtain such additional information which LUSTROS CASABLANCA possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that he, it or it has received about LUSTROSCASABLANCA. (h) Purchaser acknowledges that all of the certificates for the LUSTROS CASABLANCA Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS CASABLANCA Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom. (i) Purchaser acknowledges and agrees that LUSTROS CASABLANCA may place stop transfer orders with its transfer agent with respect to the LUSTROS CASABLANCA Shares.

Representations by Purchaser. The Purchaser hereby representsrepresents and warrants to the Issuer that, warrantsas at the Agreement Date and at the Closing: (a) no prospectus has been filed by the Issuer with the Commissions in connection with the issuance of the Purchased Securities, covenants the issuance is exempted from the prospectus requirements of the Applicable Legislation and: (i) the Purchaser is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Purchaser may not receive information that would otherwise be required to be provided to the Purchaser under the Applicable Legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under the Applicable Legislation; (b) to the best of the Purchaser's knowledge, the Purchased Securities were not advertised; (c) no person has made to the Purchaser any written or oral representations: (i) that any person will resell or repurchase the Securities; (ii) that any person will refund the purchase price of the Purchased Securities; (iii) as to the future price or value of any of the Securities; or (iv) that the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post the Securities for trading on a stock exchange, other than the TSE and AMEX; (d) the Purchaser is not resident in British Columbia or Ontario; (e) the Purchaser is not a person, company or combination of persons or companies that is a "control person" of the Issuer as defined in the Applicable Legislation, will not become a "control person" by virtue of this purchase of any of the Securities, and does not intend to act in concert with any other person to form a control group of the Issuer; (f) the Purchaser acknowledges that: (ai) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) there is no government or other insurance covering the Securities; (iii) there are risks associated with the purchase of the Securities; (iv) there are restrictions on the Purchaser's ability to resell the Securities and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Securities; and (v) the Issuer has advised the Purchaser that the Issuer is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Purchaser; (g) this subscription has not been solicited in any other manner contrary to the Applicable Legislation; (h) the Purchaser is at arm's length (as that term is customarily defined) with the Issuer; (i) the Purchaser acknowledges that the Securities are subject to restrictions on trading in British Columbia and Ontario as described in the section headed "Legends" on page 3; (j) the Purchaser acknowledges that the Securities have not been registered under the U.S. Securities Act and may not be offered or sold unless registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available; (k) the Purchaser acknowledges that the Issuer will use its commercially reasonable efforts to obtain a final receipt for a Prospectus in British Columbia and Ontario and to procure the effectiveness of a Registration Statement in the U.S. within 90 days of the Final Closing; (l) the Purchaser (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it (or others for whom it is contracting hereunder) is solely responsible for compliance with applicable resale restrictions and applicable tax legislation; (m) the Purchaser has no knowledge of a "material fact" or "material change" (as those terms are defined in the Applicable Legislation) in the affairs of the Issuer that has not been generally disclosed to the public, save knowledge of this particular transaction; (n) the offer made by this subscription is irrevocable (subject to the Purchaser's right to withdraw the subscription and to terminate the obligations as set out in this Agreement) and requires acceptance by the Issuer and approval of the TSE; (o) the Purchaser has the authority legal capacity and competence to enter into and execute this Agreement and when to take all actions required pursuant to the Subscription Agreement and, if the Purchaser is a corporation it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been given to authorize execution of this Agreement on behalf of the Purchaser; (p) the entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound; (q) this Agreement has been duly executed and delivered, it shall constitute delivered by the Purchaser and constitutes a legal, valid and binding obligation, agreement of the Purchaser enforceable against the Purchaser; (r) the Purchaser has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Purchaser resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Purchaser may not be able to resell the Securities except in accordance with its terms.the applicable securities legislation and regulatory policies; (bs) The execution the Purchaser, and delivery of this Agreement and any beneficial purchaser for whom the performance of the obligations imposed hereunder will not conflict withPurchaser is acting, or result in a breach by Purchaser of any material agreement or instrument to which she is a party, or by which she or any of her properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her or her properties, will not conflict with, constitute a default under, or result resident in the breach of, any contract, agreement, province or other instrument to which she is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with jurisdiction set out on the execution and delivery of this Agreement and any related agreements or the performance by her of her obligations hereunder. first (ccover) Purchaser understands and acknowledges that (i) the LUSTROS Shares being offered and sold to her hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that LUSTROS will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance. (d) Purchaser is acquiring the LUSTROS Shares for her own account for investment purposes only and not with a view to or for distributing or reselling such LUSTROS Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions page of this Agreement, at all times to sell ; (t) the Purchaser is capable of assessing the proposed investment as a result of the Purchaser's financial experience or otherwise dispose as a result of all advice received from a registered person other than the Issuer or any part affiliates of such LUSTROS Shares in compliance with applicable United States securities laws.the Issuer; (eu) Purchaserif required by applicable securities legislation, either alone policy or together with her representativesorder or by any securities commission, has stock exchange or other regulatory authority, the Purchaser will execute, deliver, file and otherwise assist the Issuer in filing, such knowledgereports, sophistication undertakings and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the LUSTROS Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS Shares involves a “high degree” of risk. (f) Purchaser is able to bear the economic risk of an investment in the LUSTROS Shares and, at the present time, is able to afford a complete loss of such investment. (g) Purchaser acknowledges that she has been afforded (i) the opportunity to ask such questions as she has deemed necessary of, and to receive answers from, representatives of LUSTROS concerning the terms and conditions of the LUSTROS Shares and the merits and risks of investing in the LUSTROS Shares; (ii) access to information about LUSTROS and LUSTROS’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her investment in the LUSTROS Shares; and (iii) the opportunity to obtain such additional information which LUSTROS possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision other documents with respect to the investment and to verify the accuracy and completeness issue of the information that he, it or it has received about LUSTROS.Securities as may be required; (hv) the Purchaser acknowledges that all of the certificates for Agent will receive a commission, agent's warrants and a corporate finance fee from the LUSTROS Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom.Issuer in connection with this Private Placement; (iw) the Purchaser will not conduct hedging transactions involving the Shares unless in compliance with the Applicable Legislation; (x) the Purchaser acknowledges that the Issuer will refuse, and agrees that LUSTROS may place stop transfer orders with has instructed its transfer agent to refuse, to register any transfers of the Purchased Securities or the underlying Shares, Warrants or Warrants Shares unless such transfer is made in accordance with respect regulations pursuant to, or registration under, the Applicable Legislation (including the U.S. Securities Act) or pursuant to the LUSTROS Sharesan available exemption from such registration.

Representations by Purchaser. Purchaser hereby represents, warrants, covenants and acknowledges that: (a) Purchaser has the authority to enter into this Agreement and when this Agreement is executed and delivered, it shall constitute a legal, valid and binding obligation, enforceable against Purchaser in accordance with its terms. (b) The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Purchaser of any material agreement or instrument to which she it is a party, or by which she it or any of her its properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her it or her its properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which she it is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by her it of her its obligations hereunder. (c) Purchaser understands and acknowledges that (i) the LUSTROS USD Shares being offered and sold to her it hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that LUSTROS USD will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance. (d) Purchaser is acquiring the LUSTROS USD Shares for her its own account for investment purposes only and not with a view to or for distributing or reselling such LUSTROS USD Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such LUSTROS USD Shares in compliance with applicable United States securities laws. (e) Purchaser, either alone or together with her its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the LUSTROS USD Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS USD Shares involves a “high degree” of risk. (f) Purchaser is able to bear the economic risk of an investment in the LUSTROS USD Shares and, at the present time, is able to afford a complete loss of such investment. (g) Purchaser acknowledges that she it has been afforded (i) the opportunity to ask such questions as she it has deemed necessary of, and to receive answers from, representatives of LUSTROS USD concerning the terms and conditions of the LUSTROS USD Shares and the merits and risks of investing in the LUSTROS USD Shares; (ii) access to information about LUSTROS USD and LUSTROSUSD’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her its investment in the LUSTROS USD Shares; and (iii) the opportunity to obtain such additional information which LUSTROS USD possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that he, it she or it has received about LUSTROSUSD. (h) Purchaser acknowledges that all of the certificates for the LUSTROS USD Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS USD Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom. (i) Purchaser acknowledges and agrees that LUSTROS USD may place stop transfer orders with its transfer agent with respect to the LUSTROS USD Shares.

Representations by Purchaser. Purchaser hereby represents, warrants, covenants and acknowledges that: (a) Purchaser has the authority to enter into this Agreement and when this Agreement is executed and delivered, it shall constitute a legal, valid and binding obligation, enforceable against Purchaser in accordance with its terms. (b) The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Purchaser of any material agreement or instrument to which she is a party, or by which she or any of her properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her or her properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which she is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by her of her obligations hereunder. (c) Purchaser understands and acknowledges that (i) the LUSTROS Shares being offered and sold to her hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that LUSTROS will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance. (d) Purchaser is acquiring the LUSTROS Shares for her own account for investment purposes only and not with a view to or for distributing or reselling such LUSTROS Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such LUSTROS Shares in compliance with applicable United States securities laws. (e) Purchaser, either alone or together with her representatives, Purchaser has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the LUSTROS Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS Shares involves a “high degree” of risk. (f) Purchaser is able to bear the economic risk of an investment in the LUSTROS Shares and, at the present time, is able to afford a complete loss of such investment. (g) Purchaser acknowledges that she it has been afforded (i) the opportunity to ask such questions as she it has deemed necessary of, and to receive answers from, representatives of LUSTROS concerning the terms and conditions of the LUSTROS Shares and the merits and risks of investing in the LUSTROS Shares; (ii) access to information about LUSTROS and LUSTROS’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her investment in the LUSTROS Shares; and (iii) the opportunity to obtain such additional information which LUSTROS possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that he, it or it has received about LUSTROS. (h) Purchaser acknowledges that all of the certificates for the LUSTROS Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom. (i) Purchaser acknowledges and agrees that LUSTROS may place stop transfer orders with its transfer agent with respect to the LUSTROS Shares.

Representations by Purchaser. Purchaser hereby represents, warrants, covenants and acknowledges represents to Seller that: (a) a. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power and authority and is duly qualified to own the Property and to do business in the State of Alaska and to enter into and carry out the terms of this Agreement and when this Agreement is executed and delivered, it shall constitute a legal, valid and binding obligation, enforceable against Purchaser in accordance with its termsAgreement. (b) b. The execution and delivery of this Agreement and the performance consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on behalf of Purchaser and constitute the legal, valid and binding obligations imposed hereunder of Purchaser enforceable against Purchaser in accordance with their terms. The consummation of the transactions contemplated hereby will not violate, conflict withwith or constitute a default (or an event which without notice or lapse of time or both would become a default) pursuant to (i) any provisions of its charter or bylaws; or (ii) to the best of Purchaser's knowledge, or result in a breach by Purchaser of any material contract, agreement or instrument to which she Purchaser is a partybound or affected; or (iii) any law, regulation or by which she or any of her properties or assets are bound, or result in a violation of any order, decreewrit, injunction or judgment decree of any court or governmental agency having jurisdiction over her instrumentality. c. This Agreement has been duly executed and delivered on behalf of Purchaser, and all documents and instruments required hereunder to be executed and delivered by it shall have been duly executed and delivered. d. Neither Purchaser nor any affiliate of Purchaser has employed any investment banker, broker or her properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which she is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required finder in connection with the execution and delivery of this Agreement and any related agreements or the performance transactions contemplated by her of her obligations hereunder. (c) Purchaser understands and acknowledges that (i) the LUSTROS Shares being offered and sold to her hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that LUSTROS will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance. (d) Purchaser is acquiring the LUSTROS Shares for her own account for investment purposes only and not with a view to or for distributing or reselling such LUSTROS Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at nor have any of them taken any action which would give rise to a valid claim against any party hereto for a brokerage commission, finder's fee or like payment and Purchaser shall indemnify and hold the Seller Indemnified Parties harmless from any and all times such obligations. e. The Property to sell or otherwise dispose be acquired by Purchaser pursuant to this Agreement is to be acquired for the benefit of all their shareholders and not for distribution in violation of the securities laws of the United States of America or any part of such LUSTROS Shares in compliance with applicable United States securities lawsstate thereof. (e) Purchaser, either alone f. There is no suit or together with her representatives, has such knowledge, sophistication and experience in business and financial matters so as action or legal or administrative proceeding or arbitration pending nor any claim by any administrative agency or governmental body pending or threatened which could have an adverse effect on the ability of Purchaser to be capable of evaluating the merits and risks of an investment in the LUSTROS Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS Shares involves a “high degree” of riskperform its obligations under this Agreement. (f) Purchaser is able to bear the economic risk of an investment in the LUSTROS Shares and, at the present time, is able to afford a complete loss of such investment. (g) Purchaser acknowledges that she has been afforded (i) the opportunity to ask such questions as she has deemed necessary of, and to receive answers from, representatives of LUSTROS concerning the terms and conditions of the LUSTROS Shares and the merits and risks of investing in the LUSTROS Shares; (ii) access to information about LUSTROS and LUSTROS’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her investment in the LUSTROS Shares; and (iii) the opportunity to obtain such additional information which LUSTROS possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that he, it or it has received about LUSTROS. (h) Purchaser acknowledges that all of the certificates for the LUSTROS Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom. (i) Purchaser acknowledges and agrees that LUSTROS may place stop transfer orders with its transfer agent with respect to the LUSTROS Shares.

Representations by Purchaser. Purchaser hereby represents, warrants, covenants and acknowledges thatthat as of the date hereof and as of the date of each Installment: (a) Purchaser has the authority to enter into this Agreement and when this Agreement is executed and delivered, it shall constitute a legal, valid and binding obligation, enforceable against Purchaser in accordance with its terms. (b) The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Purchaser of any material agreement or instrument to which she it is a party, or by which she it or any of her its properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her it or her its properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which she is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by her it of her its obligations hereunder. (c) Purchaser understands and acknowledges that (i) the LUSTROS Shares being offered and sold to her hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) ), in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act Act; and (iii) the availability of such exemption depends in part on, and that LUSTROS Casablanca will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance. (d) Purchaser is acquiring the LUSTROS Shares for her its own account for investment purposes only and not with a view to or for distributing or reselling such LUSTROS the Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such LUSTROS the Shares in compliance with applicable United States securities laws. Purchaser agrees not to transfer any of the Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a condition to any such transfer, except in the event that such transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to Casablanca any transfer of the Shares by Purchaser would not be exempt from the registration and prospectus delivery requirements of the Securities Act, Casablanca may require the contemplated transferee to furnish Casablanca with an investment letter setting forth such information and agreements as may be reasonably requested by Casablanca to ensure compliance by such transferee with the Securities Act. (e) Purchaser, either alone or together with her its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the LUSTROS Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS Shares involves a “high degree” of risk. (f) Purchaser is able to bear the economic risk of an investment in the LUSTROS Shares and, at the present time, is able to afford a complete loss of such investment. (g) Purchaser acknowledges that she it has been afforded (i) the opportunity to ask such questions as she it has deemed necessary of, and to receive answers from, representatives of LUSTROS Casablanca concerning the terms and conditions of the LUSTROS Shares and the merits and risks of investing in the LUSTROS Shares; (ii) access to information about LUSTROS Casablanca and LUSTROSCasablanca’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate her its investment in the LUSTROS Shares; and (iii) the opportunity to obtain such additional information which LUSTROS Casablanca possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that he, it or it has received about LUSTROSCasablanca. (h) Purchaser understands that the issuance and sale of the Shares have not been and will not be registered under the Securities Act except as set forth in the Registration Rights Agreement. Purchaser is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer placed on the Shares may result in Purchaser being required to hold the Shares for an indefinite period of time. Purchaser acknowledges that all of the certificates for the LUSTROS Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such LUSTROS the sale of the Shares are is either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom. (i) Purchaser acknowledges and agrees that LUSTROS Casablanca may place stop transfer orders with its transfer agent with respect to the LUSTROS SharesShares as may be required by any applicable federal or state securities laws provided contemporaneous notice of such instruction is given to Purchaser.

Representations by Purchaser. In consideration of the Company’s issuance of the Preferred Stock in Tranche 1 and Tranche 2, Purchaser hereby representsmakes the following representations and warranties to the Company and to its principals, warrants, covenants which warranties and acknowledges thatrepresentations shall be true and complete on both the Tranche 1 Closing Date as well as the Tranche 2 Purchase Date and will survive the closing of both Tranches: (a) Prior to the time of purchase of any Shares, Purchaser received a copy of the Certificate, and the Certificate of Designation. Purchaser has reviewed the authority Certificate, and the Certificate of Designation, and Purchaser has had the opportunity to enter into this Agreement ask questions and when this Agreement is executed receive any additional information from persons acting on behalf of the Company to verify Purchaser’s understanding of the terms thereof and deliveredof the Company’s business and status thereof. Purchaser acknowledges that no officer, it shall constitute director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Purchaser any information or made any representations, oral or written, other than as provided herein on which Purchaser has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a legal, valid and binding obligation, enforceable against Purchaser in accordance with its termsresult of the purchase of the Shares. (b) The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will Purchaser acknowledges that Purchaser has not conflict seen, received, been presented with, or result in a breach been solicited by Purchaser of any material agreement leaflet, public promotional meeting, newspaper or instrument to which she is a partymagazine article or advertisement, radio or television advertisement, or by which she any other form of advertising or any of her properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over her or her properties, will not conflict with, constitute a default under, or result in general solicitation with respect to the breach of, any contract, agreement, or other instrument to which she is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by her of her obligations hereunderShares. (c) The Shares are being purchased for Purchaser’s own account for long-term investment and not with a view to immediately re-sell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. (d) Purchaser understands and acknowledges that (i) the LUSTROS Shares being offered and sold to her hereunder are being offered and sold without registration have not been registered under the Securities Act of 1933, as amended (the “"Securities Act"), or qualified under the Delaware or Texas Securities Law, or any other applicable blue sky laws, in reliance, in part, on Purchaser’s representations, warranties and agreements made herein. (e) Other than the rights specifically set forth in this Agreement, the Certificate, and the Certificate of Designation, Purchaser represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) in a private placement that is exempt from are under no obligation to register or qualify the registration provisions of Shares under the Securities Act or under Section 4(2any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (f) of the Securities Act and Regulation D; (ii) Purchaser represents that Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and (iii) Purchaser has executed the availability Certificate of such exemption depends in part on, and that LUSTROS will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance. (d) Purchaser is acquiring the LUSTROS Shares for her own account for investment purposes only and not with a view to or for distributing or reselling such LUSTROS Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such LUSTROS Shares in compliance with applicable United States securities laws. (e) Purchaser, either alone or together with her representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the LUSTROS Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the LUSTROS Shares involves a “high degree” of risk. (f) Purchaser is able to bear the economic risk of an investment in the LUSTROS Shares and, at the present time, is able to afford a complete loss of such investmentAccredited Investor Status. (g) Purchaser acknowledges understands that she has been afforded (i) the opportunity to ask such questions as she has deemed necessary ofShares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Purchaser may not be able to receive answers from, representatives of LUSTROS concerning the terms and conditions sell or dispose of the LUSTROS Shares, or to utilize the Shares and as collateral for a loan. Purchaser must not purchase the merits and risks of investing in the LUSTROS Shares; (ii) access to information about LUSTROS and LUSTROS’s financial condition, results of operations, business, properties, management and prospects Shares unless Purchaser has liquid assets sufficient to enable assure Purchaser that such purchase will cause it to evaluate her investment in no undue financial difficulties, and that Purchaser can still provide for current and possible personal contingencies, and that the LUSTROS Shares; and (iii) the opportunity to obtain such additional information which LUSTROS possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness purchase of the information that heShares, it or it has received about LUSTROScombined with other investments of Purchaser, is reasonable in relation to its net worth. (h) Purchaser acknowledges understands that all of the certificates for right to transfer the LUSTROS Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, be restricted unless such LUSTROS Shares are either registered under the provisions transfer is not in violation of the Securities Act Act, the Delaware or Texas Securities Law, and under any other applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom.(including investment suitability standards. Purchaser’s Initials Purchase and Sale Agreement Principal Solar, Inc. (i) Purchaser acknowledges and agrees that LUSTROS may place stop transfer orders has been advised to consult with its transfer agent own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Purchaser considers necessary. (j) Purchaser acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Purchaser of an investment in the Company. Purchaser will look solely to and rely upon its own advisers with respect to the LUSTROS Sharestax consequences of this investment (k) All information which Purchaser has provided to the Company concerning Purchaser, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein. (l) Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.