Common use of Securities Act Representations Clause in Contracts

Securities Act Representations. (a) The Investor is acquiring its Shares for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. The Investor is an "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). (b) Each Investor acknowledges and agrees that the Shares have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws or transactions as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws are available. Each Investor acknowledges that, except as provided in the Registration Rights Agreement, such Investor has no right to require the Company to register the Shares. Each Investor understands and agrees that the Shares are subject to stop transfer orders and each Stock Certificate shall bear the following legends: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS."

Securities Act Representations. (a) The Investor Seller has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Buyer such that Seller is capable of evaluating the merits and risks of its investment in the Buyer and has the capacity to protect its own interest. Seller is an "accredited investor" as that term is defined in Rule 501 promulgated under the Securities Act. (b) Seller is acquiring its Shares the Buyer Stock for its investment for Seller's own account, for investment not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. Seller understands that the Buyer Stock has not been, and will not be when issued, registered under the Securities Act and is being issued pursuant to a specific exemption from the distribution thereof within the meaning registration provisions of the Securities Act. The Investor is an "Accredited Investor" , the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the representations expressed herein. (as defined in Rule 501(ac) Seller acknowledges that the Buyer Stock must be held indefinitely unless subsequently registered under the Securities Act)Act or unless an exemption from such registration is available. Seller is aware of the provisions of Rule 145 promulgated under the Securities Act which permit limited resale of shares received in certain private placements subject to the satisfaction of certain conditions. (bd) Each Investor Seller acknowledges and agrees that the Shares certificates representing Buyer Stock will bear a legend substantially as follows: "The securities represented hereby have not been registered under the Securities Act or the securities laws of any state 1933, as amended, and that they may not be sold sold, transferred or otherwise disposed of only except in one or more transactions accordance with the terms thereof and unless registered under with the Securities Act and, where applicable, such laws and Exchange Commission of the United States and the securities regulatory authorities of certain states or transactions as to which unless an exemption from the registration requirements of the Securities Act and, where applicable, such laws are is available. Each Investor acknowledges that, except as provided in the Registration Rights Agreement, such Investor has no right to require the Company to register the Shares. Each Investor understands and agrees that the Shares are subject to stop transfer orders and each Stock Certificate shall bear the following legends: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS."

Securities Act Representations. (a) The Investor is acquiring its Shares shares of Geokinetics Common Stock (collectively, “Purchased Common Stock”) being acquired by each Seller, if any, are being acquired for its such Seller’s own account, for investment not as a nominee or agent, and such Seller does not with have a view to present intention of selling or granting any participation in or otherwise distributing the distribution thereof within the meaning Purchased Common Stock in any transaction in violation of the Securities Act. The Investor is an "Accredited Investor" (as defined in Rule 501(a) securities laws of the United States of America or any state, without prejudice, however, to such Seller’s right at all times to sell or otherwise dispose of all or any part of the Purchased Common Stock under a registration statement under the Securities Act)Act and applicable state securities laws or under an exemption from such registration available thereunder. Such Seller understands and agrees that if it should in the future decide to dispose of any of the Purchased Common Stock, such Seller may do so only (i) in compliance with the Securities Act and applicable state securities law, as then in effect, or pursuant to an exemption therefrom or (ii) in the manner contemplated by any registration statement pursuant to which such securities are being offered. (b) Each Investor acknowledges and agrees It is understood that any certificates evidencing the Shares Purchased Common Stock will bear the following legend: “These securities have not been registered under the Securities Act of 1933, as amended, or any state securities law. These securities may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act andof 1933, where applicableas amended, and any such state securities laws or transactions as the issuer has received documentation reasonably satisfactory to which an exemption from the it that such transaction does not require registration requirements of under the Securities Act andof 1933, where applicableas amended, and state securities laws.” (c) Each Seller (i) is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the SEC pursuant to the Securities Act and (ii) by reason of its business and financial experience it has such laws are available. Each Investor acknowledges thatknowledge, except sophistication and experience in business and financial matters so as provided to be capable of evaluating the merits and risks of the prospective investment in the Registration Rights Agreement, such Investor has no right to require the Company to register the Shares. Each Investor understands and agrees that the Shares are subject to stop transfer orders and each Stock Certificate shall bear the following legends: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWSPurchased Common Stock."

Securities Act Representations. (ai) The Preferred Investor is (A) an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; (B) aware that the sale of the Preferred Membership Interests, the shares of Common Stock issuable upon conversion of the Preferred Membership Interests in accordance with the terms of the Joint Venture Agreement, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (collectively, the “Securities”) is being made in reliance on a private placement exemption from registration under the Securities Act; and (C) acquiring its Shares the Securities for its own account, for investment account and not with a view to, or for distributing or reselling such Securities or any part thereof, in violation of the Securities Act or any applicable state securities laws. Except as contemplated by the Registration Rights Agreement and the registration statements to be filed by Broad Street pursuant to the terms thereof, Preferred Investor does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution thereof of any of the Securities to or through any Person. Preferred Investor is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker- dealer. (ii) Preferred Investor understands and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act. The Investor is an "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). (b) Each Investor acknowledges and agrees , that the Shares offer and sale of such Securities have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws or transactions as to which an exemption from except for the registration requirements of the Securities Act and, where applicable, such laws are available. Each Investor acknowledges that, except as rights provided for in the Registration Rights Agreement, will not be registered under the Securities Act and that such Investor has no right Securities may be offered, resold, pledged or otherwise transferred only (A) in a transaction not involving a public offering, (B) pursuant to require an exemption from registration under the Company Securities Act provided by Rule 144 thereunder (if available), (C) pursuant to register an effective registration statement under the Shares. Each Securities Act or (D) to Broad Street or one of its Subsidiaries, in each of cases (A) through (D) in accordance with any applicable state and federal securities laws. (iii) Preferred Investor understands that Broad Street and/or Common Member may require that such Securities will bear, in addition to any legend required by the Broad Street charter, the OP Agreement and agrees that the Shares are subject Delaware General Corporation Law, and any legend as required by the “blue sky” laws of any state, a legend or other restriction substantially to stop transfer orders and each Stock Certificate shall bear the following legends: "effect (it being agreed that if the Securities are not certificated, other appropriate restrictions shall be implemented to give effect to the following): “THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE SHARES REPRESENTED BY ABSENCE OF REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS CERTIFICATE HAVE SECURITY AGREES FOR THE BENEFIT OF BROAD STREET REALTY, INC. (“BROAD STREET”) AND BROAD STREET OPERATING PARTNERSHIP, LP THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN A TRANSACTION NOT BEEN REGISTERED INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE 18 REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT AND OR (IV) TO BROAD STREET OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO OF ANY STATE OF THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWSUNITED STATES."” (iv) Preferred Investor (A) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities, (B) has evaluated the merits and risks of such investment, and (C) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. Preferred Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk. Preferred Investor understands that nothing in this Agreement or any other materials presented by or on behalf of Broad Street and/or Common Member to Preferred Investor in connection with the purchase of the Securities constitutes legal, tax or investment advice. Preferred Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. (v) Preferred Investor acknowledges that it has had the opportunity to review the Broad Street SEC Documents and has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Broad Street and/or Common Member concerning the terms and conditions of the sale of Securities and the merits and risks of investing in the Securities, (B) access to information about Broad Street and its Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment, and (C) the opportunity to obtain such additional information that Broad Street and/or Common Member possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (vi) Neither Preferred Investor nor, to the knowledge of Preferred Investor, any of its Affiliates is a “bad actor” as defined in Rule 506(d) of the Securities Act.

Securities Act Representations. The Subscriber is an “accredited investor” as that term is defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”). The Subscriber (a) has the financial ability to bear the substantial economic risks of an investment in the Company, (b) has adequate means of providing for its current needs and other contingencies, (c) is able to bear the substantial economic risks of an investment in the Company for an indefinite period of time, (d) has no need for liquidity in its investment in the Company and (a) is able to afford a complete loss of its investment in the Company. The Investor Subscriber is acquiring its Shares the Units to be purchased by it at the Closing for its the Subscriber’s own account, for investment and in each case not with a view to or for resale or for sale in connection with any distribution of all or any part of such Shares or otherwise. The Subscriber understands that it must bear the distribution thereof within economic risk of an investment in the meaning Shares for an indefinite period of time because, among other things, the offing and sale of the Securities Act. The Investor is an "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). (b) Each Investor acknowledges and agrees that the Shares have has not been registered under the Securities Act or state securities or “blue sky” laws and, therefore, the securities laws of any state and that they may Shares cannot be sold or otherwise disposed of only in one or more transactions unless it is subsequently registered under the Securities Act and, where applicable, such and any applicable state securities and “blue sky” laws or transactions as to which unless an exemption from wherefrom is available. The Subscriber also understands that sales or transfers of the registration Shares are further restricted by state securities or “blue sky” laws. The Subscriber hereby agrees not to transfer or dispose of all or any part of the Shares except in full compliance with the requirements of the Securities Act and, where applicable, such laws are availableand applicable state securities or “blue sky” laws. Each Investor acknowledges that, except as provided in the Registration Rights Agreement, such Investor has no right to require the Company to register the Shares. Each Investor understands and The Subscriber agrees that any certificate evidencing the Shares are subject to stop transfer orders or any portion thereof may contain such legends evidencing the various legal and each Stock Certificate shall bear contractual restrictions upon the following legends: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWStransferability thereof as the Company, acting upon the advice of its counsel, may determine."

Securities Act Representations. Seller (ai) The Investor is acquiring its Shares for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act. The Investor is an "Accredited Investor" (“accredited investor” as that term is defined in Rule 501(a) promulgated under the Securities Act). Act of 1933, as amended, (bii) Each Investor acknowledges has such knowledge and agrees experience of financial, business and investment matters as to be capable of evaluating the merits and risks of acquiring Parent’s common stock, (iii) has the ability to bear the economic risks of acquiring Parent’s common stock, (iv) was not organized or reorganized for the specific purpose of acquiring Parent’s common stock and (v) has been afforded the opportunity to ask questions of, and to receive answers from, Buyer and to obtain additional information, all as necessary for Seller to make an informed investment decision with respect to the acquisition of Parent’s common stock. Seller is acquiring Parent’s common stock for investment for its own account or the account of Sxxxx, Seller’s sole stockholder, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Seller understands that the Shares shares of Parent’s common stock to be acquired have not been been, and except as provided herein will not be, registered under the Securities Act or of 1933, as amended. Seller acknowledges that the availability of an exemption from the registration provisions of the Securities Act depends upon, among other things, the bona fide nature of the investment intent. Seller understands and acknowledges that certificates representing Parent’s common stock will bear a legend with respect to the fact that such shares may only be sold pursuant to a registration statement under the federal securities laws of any state and or an exemption from registration thereunder. Seller acknowledges that they may Parent’s common stock must be sold or otherwise disposed of only in one or more transactions held indefinitely unless subsequently registered under the Securities Act andof 1933, where applicableas amended, such laws or transactions as to which unless an exemption from such registration is available. Seller is aware of the registration requirements provisions of Rule 144 promulgated under the Securities Act andof 1933, where applicableas amended, such laws are available. Each Investor acknowledges that, except as provided which permit limited resale of shares purchased in the Registration Rights Agreement, such Investor has no right to require the Company to register the Shares. Each Investor understands and agrees that the Shares are a private placement subject to stop transfer orders and each Stock Certificate shall bear the following legends: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWSsatisfaction of certain conditions."