Common use of Securities Law Matters Clause in Contracts

Securities Law Matters. (a) Each Member understands that in addition to the restrictions on Transfer contained in this Agreement, such Member must bear the economic risks of the acquisition of its Interest for an indefinite period because the Interests have not been registered under the Securities Act of 1933, as amended, or under any applicable securities laws of any state or other jurisdiction and, therefore, may not be sold or otherwise Transferred unless they are registered under the Securities Act and any such other applicable securities laws or an exemption from such registration is available. Each Member agrees with all other Members that such Member will not sell or otherwise Transfer such Member’s Interest in the Council unless such Interest has been so registered or in the opinion of Counsel, or of other counsel reasonably satisfactory to the Council, such an exemption is available. (b) Each Member hereby represents that: (i) it is acquiring its Interest for its own account, and not with a view to resell or distribute the same or any part thereof; and (ii) no other person or Entity has any interest in its Interest or in the rights of the Member under this Agreement other than a spouse having a community property or similar interest under Applicable Law. Each Member also represents that it has the business and financial knowledge and experience necessary to acquire its Interest on the terms contemplated herein without the need for the investor protections provided by the registration requirements of the Securities Act of 1933, as amended. (c) Each Member hereby represents that such Member is not subject to any law, regulation, rule of a self-regulatory body, judicial order, contract or other binding arrangement that would: (i) be violated in consequence of entering into of this Agreement; or (ii) impose upon the Council any material burden, restriction or obligation solely in consequence of the status or position (disregarding for this purpose any burden or obligation that consists solely of compliance with applicable tax laws). Each Member shall immediately notify the Council in the event that any representation set forth in the preceding sentence ceases to be accurate.

Securities Law Matters. (a) Each Member Purchaser understands and acknowledges that in addition to the restrictions on Transfer contained in this Agreement, such Member must bear the economic risks as of the acquisition of its Interest for an indefinite period because date hereof the Interests Shares have not been registered under the Securities Act of 1933, as amendedAct, or under the securities laws of any state or foreign jurisdiction, and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction and, therefore, may not foreign jurisdiction. Purchaser acknowledges that appropriate legends restricting the transfer of the Shares as aforesaid shall be sold or otherwise Transferred unless they are registered placed on the stock certificates representing such Shares. Purchaser is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act and any such other applicable securities laws or an exemption from such registration is availableAct). Each Member agrees with all other Members that such Member will not sell or otherwise Transfer such Member’s Interest in the Council unless such Interest has been so registered or in the opinion of Counsel, or of other counsel reasonably satisfactory to the Council, such an exemption is available. (b) Each Member hereby represents that: Purchaser (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Shares, and (ii) is able to bear the economic risk of an investment in the Shares for an indefinite period, including the risk of a complete loss of any such investment. The Shares were not offered to Purchaser in any form of general solicitation or general advertisement and Purchaser (i) is acquiring its Interest the Shares for investment for its own account, and not with a view to resell to, or distribute the same or for sale in connection with, any part distribution thereof; and , (ii) no does not have any agreement or understanding, whether or not legally binding, with any other person or Entity has entity, to sell, pledge, engage in short sales or other hedging transactions, transfer, or otherwise distribute or dispose of the Shares or any interest therein; provided, however, that by making the representations herein, Purchaser does not agree to hold any of the shares for any minimum or specific term and reserves the right to offer and dispose of the Shares at any time in its Interest accordance with, or pursuant to, an effective registration statement or an exemption from, or in the rights of the Member under this Agreement other than a spouse having a community property or similar interest under Applicable Law. Each Member also represents that it has the business and financial knowledge and experience necessary to acquire its Interest on the terms contemplated herein without the need for the investor protections provided by transaction not subject to, the registration requirements of the Securities Act of 1933, as amended. (c) Each Member hereby represents that such Member is not subject to any law, regulation, rule of a self-regulatory body, judicial order, contract or other binding arrangement that would: (i) be violated otherwise in consequence of entering into of this Agreement; or (ii) impose upon the Council any material burden, restriction or obligation solely in consequence of the status or position (disregarding for this purpose any burden or obligation that consists solely of compliance with applicable tax securities laws. Purchaser understands and acknowledges that Seller may be deemed an "affiliate" of the Company (as defined in Rule 144(a)(1) under the Securities Act). Each Member shall immediately notify the Council in the event that any representation set forth in the preceding sentence ceases to be accurate.

Securities Law Matters. ‌ (a) Each Member understands that in addition to the restrictions on Transfer contained in this Agreement, such Member must bear the economic risks of the acquisition of its Interest such Member’s investment for an indefinite period because the Interests have not been registered under the Securities Act of 1933, as amended, or under any applicable securities laws of any state or other jurisdiction and, therefore, may not be sold or otherwise Transferred unless they are registered under the Securities Act and any such other applicable securities laws or an exemption from such registration is available. Each Member agrees with all other Members that such Member will not sell or otherwise Transfer such Member’s Interest in the Council unless such Interest has been so registered or in the opinion of Counsel, or of other counsel reasonably satisfactory to the Council, such an exemption is available. (b) Each Member hereby represents that: (i) it is acquiring its the Interest for purposes of investment only, for its own account, and not with a view to resell or distribute the same or any part thereof; and (ii) no other person or Entity Person has any interest in its the Member’s Interest or in the rights of the Member under this Agreement other than a spouse having a community property or similar interest under Applicable Law. Each Member also represents that it has the business and financial knowledge and experience necessary to acquire its the Interest on the terms contemplated herein without the need for the investor protections provided by the registration requirements of the Securities Act of 1933, as amended. (c) Each Member hereby represents that such Member is not subject to any law, regulation, rule of a self-regulatory body, judicial order, contract or other binding arrangement that would: (i) be violated in consequence of entering into of this Agreement; or (ii) impose upon the Council any material burden, restriction or obligation solely in consequence of the status or position (disregarding for this purpose any burden or obligation that consists solely of compliance with applicable tax laws). Each Member shall immediately notify the Council in the event that any representation set forth in the preceding sentence ceases to be accurate. (d) Each Member hereby acknowledges that the Council is not registered, and does not intend to register, as an investment adviser under the Advisers Act. To help confirm that the Council is not required to so register, each Member hereby represents and agrees that: (i) such Member is not registered as an investment adviser under the Advisers Act and is not required to so register; (ii) such Member has no material relationship (other than a relationship pursuant to which such Member acts solely as a client) with a Person that is so registered (or is required under the Advisers Act to so register) and, in particular, is not a member, constituent partner, employee, consultant, officer, director or advisor of or to any such Person; (iii) such Member’s status as such will not otherwise subject the Council to a requirement to register as an investment adviser under the Advisers Act; and (iv) such Member shall immediately notify the Council in the event that any representation set forth in this subsection ceases to be accurate.

Securities Law Matters. (a) Each Member Purchaser understands and acknowledges that in addition to the restrictions on Transfer contained in this Agreement, such Member must bear the economic risks as of the acquisition of its Interest for an indefinite period because date hereof the Interests Shares have not been registered under the Securities Act of 1933, as amendedAct, or under the securities laws of any state or foreign jurisdiction, and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction and, therefore, may not foreign jurisdiction. Purchaser acknowledges that appropriate legends restricting the transfer of the Shares as aforesaid shall be sold or otherwise Transferred unless they are registered placed on the stock certificates representing such Shares. Purchaser is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act and any such other applicable securities laws or an exemption from such registration is availableAct). Each Member agrees with all other Members that such Member will not sell or otherwise Transfer such Member’s Interest in the Council unless such Interest has been so registered or in the opinion of Counsel, or of other counsel reasonably satisfactory to the Council, such an exemption is available. (b) Each Member hereby represents that: Purchaser (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Shares, and (ii) is able to bear the economic risk of an investment in the Shares for an indefinite period, including the risk of a complete loss of any such investment. The Shares were not offered to Purchaser in any form of general solicitation or general advertisement and Purchaser (i) is acquiring its Interest the Shares for its own accountinvestment for an account of an "accredited investor" for which it acts as an investment manager, and not with a view to resell to, or distribute the same or for sale in connection with, any part distribution thereof; and , (ii) no does not have any agreement or understanding, whether or not legally binding, with any other person or Entity has entity, to sell, pledge, engage in short sales or other hedging transactions, transfer, or otherwise distribute or dispose of the Shares or any interest therein; provided, however, that by making the representations herein, Purchaser does not agree to hold any of the shares for any minimum or specific term and reserves the right to offer and dispose of the Shares at any time in its Interest accordance with, or pursuant to, an effective registration statement or an exemption from, or in the rights of the Member under this Agreement other than a spouse having a community property or similar interest under Applicable Law. Each Member also represents that it has the business and financial knowledge and experience necessary to acquire its Interest on the terms contemplated herein without the need for the investor protections provided by transaction not subject to, the registration requirements of the Securities Act of 1933, as amended. (c) Each Member hereby represents that such Member is not subject to any law, regulation, rule of a self-regulatory body, judicial order, contract or other binding arrangement that would: (i) be violated otherwise in consequence of entering into of this Agreement; or (ii) impose upon the Council any material burden, restriction or obligation solely in consequence of the status or position (disregarding for this purpose any burden or obligation that consists solely of compliance with applicable tax securities laws. Purchaser understands and acknowledges that Seller may be deemed an "affiliate" of the Company (as defined in Rule 144(a)(1) under the Securities Act). Each Member shall immediately notify the Council in the event that any representation set forth in the preceding sentence ceases to be accurate.

Securities Law Matters. (a1) Each Member understands The Purchaser acknowledges that in addition to the restrictions on Transfer contained in this Agreement, such Member must bear the economic risks of the acquisition of its Interest for an indefinite period because the Interests Shares have not been registered under the Securities Act of 1933, as amended, or under any state securities laws. The Purchaser (A) acknowledges that it is acquiring the Shares pursuant to an exemption from registration under the Securities Act with no present intention to distribute any of the Shares to any person or entity in violation of applicable securities laws Laws, (B) is acquiring the Shares only for its own account and not for the account of others, and not on behalf of any state other account, person or other jurisdiction andentity, therefore(C) will not sell, may not be sold transfer, pledge or otherwise Transferred unless they are registered dispose of any Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act or any other applicable securities Laws, (D) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares and of making an informed investment decision, (E) is an institutional “accredited investor” (as that term is defined by Rule 501 of the Securities Act) or is a “qualified institutional buyer” (as that term is defined in Rule 144A of the Securities Act), in each case of this clause (B), satisfying the requirements set forth on Schedule B, and (F) can bear the economic risk of (x) an investment in the Shares indefinitely and (y) a total loss in respect of such investment. (2) In making its decision to purchase the Shares, the Purchaser has relied solely upon independent investigation made by the Purchaser and the representations, warranties, covenants and agreements of the Company made (or that will be made) herein and in the Ancillary Documents, as well as the representations, warranties, covenants and agreements made (or that will be made) by each other party to the Ancillary Documents (including, for the avoidance of doubt, the parties to the Voting Agreements). The Purchaser acknowledges and agrees that it has had the opportunity to review the SEC Reports and it has received such information as it deems necessary in order to make an investment decision with respect to the Shares. The Purchaser represents and agrees that it and its professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as it and its professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. Notwithstanding anything to the contrary contained herein, neither any such review nor any due diligence investigation conducted by the Purchaser or its advisors, if any, or its representatives shall modify, amend or otherwise affect the Purchaser’s right to rely on the representations and warranties of the Company contained in this Agreement. (3) The Purchaser became aware of this offering of the Shares solely by means of direct contact between it and the Company or a representative of the Company, and the Shares were offered to the Purchaser solely by direct contact between it and the Company or a representative of the Company. The Purchaser did not become aware of this offering of the Shares, nor were the Shares offered to the Purchaser, by any other means. The Purchaser acknowledges that it was not induced to acquire the Shares through any form of general solicitation or general advertising. (4) The Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is permitted to do so under applicable law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Purchaser maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, the Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by it and used to purchase the Shares allocated to it were legally derived. (5) None of (i) the Purchaser, (ii) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any beneficial owner of the Company’s voting equity securities (in accordance with Rule 506(d) of the Securities Act) held by the Purchaser is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and any such other applicable securities laws or an exemption from such registration is available. Each Member agrees with all other Members that such Member will not sell or otherwise Transfer such Member’s Interest disclosed reasonably in advance of the Council unless such Interest has been so registered or Closing in the opinion of Counsel, or of other counsel reasonably satisfactory writing in reasonable detail to the Council, such an exemption is availableCompany. (b6) Each Member hereby represents that: The Purchaser does not hold Plan Assets. (i7) The Purchaser understands that the Shares are being offered and sold to it is acquiring its Interest for its own account, and not with a view to resell or distribute the same or any part thereof; and (ii) no other person or Entity has any interest in its Interest or in the rights of the Member under this Agreement other than a spouse having a community property or similar interest under Applicable Law. Each Member also represents that it has the business and financial knowledge and experience necessary to acquire its Interest reliance on the terms contemplated herein without the need for the investor protections provided by specific exemptions from the registration requirements of the Securities Act of 1933, as amended. (c) Each Member hereby represents United States federal and state securities laws and that such Member the Company is not subject to any law, regulation, rule of a self-regulatory body, judicial order, contract or other binding arrangement that would: (i) be violated relying in consequence of entering into of this Agreement; or (ii) impose part upon the Council any material burdentruth and accuracy of, restriction or obligation solely in consequence and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the status or position (disregarding for this purpose any burden or obligation that consists solely of compliance with applicable tax laws). Each Member shall immediately notify the Council in the event that any representation Purchaser set forth herein in order to determine the preceding sentence ceases to be accurateavailability of such exemptions.

Securities Law Matters. Upon any acquisition by a Member of any Membership Interest, whether by purchase from another Member, issuance by the JV or otherwise, each such Member represents and warrants to, and agrees with, the JV (as of the date hereof and as of each other date such Member acquires any Membership Interest) as follows: (a) Each Such Member understands that in addition to the restrictions on Transfer contained in this Agreement, such Member must bear the economic risks risk of the acquisition of its Interest such Member’s investment for an indefinite period because of time; that the Interests have Membership Interest acquired by such Member has not been registered under the Securities Act of 1933, as amended, or under any other applicable securities laws of any state or other jurisdiction and, therefore, may cannot be sold or otherwise Transferred resold unless they are subsequently registered under the Securities Act and any such other applicable securities laws or unless an exemption exception from such registration is available. Each Member agrees with all other Members ; that such Member will is acquiring such Membership Interest for investment for the account of such Member and not sell with a view toward resale or otherwise Transfer other distribution thereof; and that the JV does not have any intention of registering such Member’s Interest in Interests under the Council unless such Interest has been so registered Securities Act or in the opinion of Counsel, any other securities laws or of other counsel reasonably satisfactory supplying the information which may be necessary to the Council, enable such an exemption is availableMember to sell any Membership Interest. (b) Each Such Member hereby represents that: (i) it is has adequate means of providing for such Member’s current needs and personal contingencies and has no need for liquidity in connection with such Member’s Membership Interest. Such Member can afford a complete loss of such Member’s investment in the JV, has evaluated the risks of acquiring its Interest for its own accountMembership Interest, and not with has determined that such Membership Interest is a view to resell or distribute the same or any part thereof; and (ii) no other person or Entity has any interest in its Interest or in the rights of the Member under this Agreement other than a spouse having a community property or similar interest under Applicable Law. Each Member also represents that it has the business and financial knowledge and experience necessary to acquire its Interest on the terms contemplated herein without the need suitable investment for the investor protections provided by the registration requirements of the Securities Act of 1933, as amendedsuch Member. (c) Each The JV has made available to such Member hereby represents on a confidential basis, prior to the acquisition of such Membership Interest, the books and records of the JV and the opportunity to ask questions of and receive answers from representatives of the JV concerning the terms and conditions of such Member’s investment and the JV’s affairs. Such Member has such knowledge and experience in financial, securities, investments and business matters so that such Member is not subject to any law, regulation, rule capable of evaluating the merits and risks of such Member’s acquisition of such Membership Interest. ​ (d) Unless the issuance of a self-regulatory bodyMembership Interest is being made pursuant to Rule 701 under the Securities Act, judicial order, contract or other binding arrangement that would: such Member is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act. (ie) be violated All representations and warranties contained in consequence of entering into this Section 24.13 shall survive the execution and delivery of this Agreement; or (ii) impose upon Agreement and the Council any material burden, restriction or obligation solely in consequence issuance of the status or position (disregarding for this purpose any burden or obligation that consists solely of compliance with applicable tax laws). Each Member shall immediately notify the Council in the event that any representation set forth in the preceding sentence ceases a Membership Interest to be accuratesuch Member.

Securities Law Matters. (a) Each Member understands that in addition to the restrictions on Transfer transfer contained in this Agreement, such Member it must bear the economic risks of the acquisition of its Interest investment for an indefinite period because the Interests Company interests have not been registered under the Securities Act of 1933, as amended, or under any applicable securities laws of any state or other jurisdiction and, therefore, may not be sold or otherwise Transferred transferred unless they are registered under the Securities Act and any under such other applicable securities laws or an exemption from such registration is available. Each Member agrees with all other Members that such Member it will not sell or otherwise Transfer such Member’s Interest transfer its interest in the Council Company unless such Interest interest has been so registered or or, in the opinion of Counsel, counsel for the Company or of other counsel reasonably satisfactory to the CouncilCompany, such an exemption is available, unless the Managers determine to waive the requirement of an opinion of counsel. (b) Each As of the date hereof, each Member hereby represents and warrants that: , to its knowledge, after reasonable inquiry, (i) it is acquiring its Interest for its own accountexcept as notified in writing to the Managers prior to the date hereof, and not with a view no Specified Person (as defined below) has been subject to resell or distribute any event that would trigger disqualification under paragraph d(1) of Rule 506 promulgated under the same or any part thereof; Securities Act (“Regulation D”) that occurred prior to September 23, 2013, and (ii) no Specified Person has been subject to any Disqualification Event (as defined herein). For purposes hereof, “Disqualification Event” means any conviction, judgment, decree, suspension, injunction, bar, order, or expulsion described in Rule 506(d)(1)(i) to (viii) of Regulation D other person than any such event covered by Rule 506(d)(2)(ii) or Entity has any interest in its Interest (iii) or Rule 506(d)(3). Such Member agrees that it will promptly notify the Managers in the rights event, after the date hereof but prior to the earlier of (a) such Member no longer being a Member, and (b) the completion of the offering of interests in the Funds, it becomes aware, after due inquiry, that it or any Specified Person is subject to a Disqualification Event. For purposes hereof, “Specified Person” means (w) such Member, (x) such Member’s (i) directors, (ii) executive officers, (iii) other officers (as the term “officer” is defined in Rule 405 under the Securities Act) participating in the offering of interests in the Funds, and (iv) managing members and general partners, if any, (y) any such managing member’s (or general partner’s, as applicable) directors, executive officers, and other officers participating in the offering of interests in the Funds, if any, and (z) each person who has been or shall be paid (direct or indirect) remuneration by such Member under this Agreement other than a spouse having a community property or similar interest under Applicable Lawany of its respective affiliates in connection with the solicitation of purchasers in connection with the sale of interests in the Funds. Each Member also represents that it has agrees to reasonably cooperate with the business Managers and financial knowledge and experience necessary the Company with respect to acquire its Interest on the terms contemplated herein without the need for the investor protections provided by the registration requirements of the Securities Act of 1933, as amendedmatters relating to this Section 12.19(b). (c) Each Member hereby represents that such Member is not subject to any law, regulation, rule of a self-regulatory body, judicial order, contract or other binding arrangement that would: (i) be violated in consequence of entering into of this Agreement; or (ii) impose upon the Council any material burden, restriction or obligation solely in consequence of the status or position (disregarding for this purpose any burden or obligation that consists solely of compliance with applicable tax laws). Each Member shall immediately notify the Council in the event that any representation set forth in the preceding sentence ceases to be accurate.

Securities Law Matters. ‌ (a) Each Member understands that in addition to the restrictions on Transfer contained in this Agreement, such Member must bear the economic risks of the acquisition of its Interest for an indefinite period because the Interests have not been registered under the Securities Act of 1933, as amended, or under any applicable securities laws of any state or other jurisdiction and, therefore, may not be sold or otherwise Transferred unless they are registered under the Securities Act and any such other applicable securities laws or an exemption from such registration is available. Each Member agrees with all other Members that such Member will not sell or otherwise Transfer such Member’s Interest in the Council unless such Interest has been so registered or in the opinion of Counsel, or of other counsel reasonably satisfactory to the Council, such an exemption is available. (b) Each Member hereby represents that: (i) it is acquiring its Interest for its own account, and not with a view to resell or distribute the same or any part thereof; and (ii) no other person or Entity has any interest in its Interest or in the rights of the Member under this Agreement other than a spouse having a community property or similar interest under Applicable Law. Each Member also represents that it has the business and financial knowledge and experience necessary to acquire its Interest on the terms contemplated herein without the need for the investor protections provided by the registration requirements of the Securities Act of 1933, as amended. (c) Each Member hereby represents that such Member is not subject to any law, regulation, rule of a self-regulatory body, judicial order, contract or other binding arrangement that would: (i) be violated in consequence of entering into of this Agreement; or (ii) impose upon the Council any material burden, restriction or obligation solely in consequence of the status or position (disregarding for this purpose any burden or obligation that consists solely of compliance with applicable tax laws). Each Member shall immediately notify the Council in the event that any representation set forth in the preceding sentence ceases to be accurate.

Securities Law Matters. (a) Each Member understands that in addition to the restrictions on Transfer contained in this Agreement, such Member must bear the economic risks of the acquisition of its Interest such Member’s investment for an indefinite period because the Interests have not been registered under the Securities Act of 1933, as amended, or under any applicable securities laws of any state or other jurisdiction and, therefore, may not be sold or otherwise Transferred unless they are registered under the Securities Act and any such other applicable securities laws or an exemption from such registration is available. Each Member agrees with all other Members that such Member will not sell or otherwise Transfer such Member’s Interest in the Council unless such Interest has been so registered or in the opinion of Counsel, or of other counsel reasonably satisfactory to the Council, such an exemption is available. (b) Each Member hereby represents that: (i) it is acquiring its the Interest for purposes of investment only, for its own account, and not with a view to resell or distribute the same or any part thereof; and (ii) no other person or Entity Person has any interest in its the Member’s Interest or in the rights of the Member under this Agreement other than a spouse having a community property or similar interest under Applicable Law. Each Member also represents that it has the business and financial knowledge and experience necessary to acquire its the Interest on the terms contemplated herein without the need for the investor protections provided by the registration requirements of the Securities Act of 1933, as amended. (c) Each Member hereby represents that such Member is not subject to any law, regulation, rule of a self-regulatory body, judicial order, contract or other binding arrangement that would: (i) be violated in consequence of entering into of this Agreement; or (ii) impose upon the Council any material burden, restriction or obligation solely in consequence of the status or position (disregarding for this purpose any burden or obligation that consists solely of compliance with applicable tax laws). Each Member shall immediately notify the Council in the event that any representation set forth in the preceding sentence ceases to be accurate. (d) Each Member hereby acknowledges that the Council is not registered, and does not intend to register, as an investment adviser under the Advisers Act. To help confirm that the Council is not required to so register, each Member hereby represents and agrees that: (i) such Member is not registered as an investment adviser under the Advisers Act and is not required to so register; (ii) such Member has no material relationship (other than a relationship pursuant to which such Member acts solely as a client) with a Person that is so registered (or is required under the Advisers Act to so register) and, in particular, is not a member, constituent partner, employee, consultant, officer, director or advisor of or to any such Person; (iii) such Member’s status as such will not otherwise subject the Council to a requirement to register as an investment adviser under the Advisers Act; and (iv) such Member shall immediately notify the Council in the event that any representation set forth in this subsection ceases to be accurate.

Securities Law Matters. (a) Each Member understands that in addition to the restrictions on Transfer contained in this Agreement, such Member must bear the economic risks of the acquisition of its Interest such Member’s investment for an indefinite period because the Interests have not been registered under the 29 2019.06.17 Securities Act of 1933, as amended, or under any applicable securities laws of any state or other jurisdiction and, therefore, may not be sold or otherwise Transferred unless they are registered under the Securities Act and any such other applicable securities laws or an exemption from such registration is available. Each Member agrees with all other Members that such Member will not sell or otherwise Transfer such Member’s Interest in the Council unless such Interest has been so registered or in the opinion of Counsel, or of other counsel reasonably satisfactory to the Council, such an exemption is available. (b) Each Member hereby represents that: (i) it is acquiring its the Interest for purposes of investment only, for its own account, and not with a view to resell or distribute the same or any part thereof; and (ii) no other person or Entity Person has any interest in its the Member’s Interest or in the rights of the Member under this Agreement other than a spouse having a community property or similar interest under Applicable Law. Each Member also represents that it has the business and financial knowledge and experience necessary to acquire its the Interest on the terms contemplated herein without the need for the investor protections provided by the registration requirements of the Securities Act of 1933, as amended. (c) Each Member hereby represents that such Member is not subject to any law, regulation, rule of a self-regulatory body, judicial order, contract or other binding arrangement that would: (i) be violated in consequence of entering into of this Agreement; or (ii) impose upon the Council any material burden, restriction or obligation solely in consequence of the status or position (disregarding for this purpose any burden or obligation that consists solely of compliance with applicable tax laws). Each Member shall immediately notify the Council in the event that any representation set forth in the preceding sentence ceases to be accurate. (d) Each Member hereby acknowledges that the Council is not registered, and does not intend to register, as an investment adviser under the Advisers Act. To help confirm that the Council is not required to so register, each Member hereby represents and agrees that: (i) such Member is not registered as an investment adviser under the Advisers Act and is not required to so register; (ii) such Member has no material relationship (other than a relationship pursuant to which such Member acts solely as a client) with a Person that is so registered (or is required under the Advisers Act to so register) and, in particular, is not a member, constituent partner, employee, consultant, officer, director or advisor of or to any such Person; (iii) such Member’s status as such will not otherwise subject the Council to a requirement to register as an investment adviser under the Advisers Act; and (iv) such Member shall immediately notify the Council in the event that any representation set forth in this subsection ceases to be accurate.

Securities Law Matters. (a) Each Member understands Purchaser acknowledges that in addition to the restrictions on Transfer contained in this Agreement, Shares purchased by such Member must bear the economic risks of the acquisition of its Interest for an indefinite period because the Interests Purchaser have not been registered under the Securities Act of 1933Act, as amendedthat there is not, and the Corporation does not anticipate that there will be, any market for the Shares, and that, whether or under any applicable securities laws of any state or other jurisdiction andnot such a market may hereafter exist, therefore, may the Shares cannot be sold offered, sold, pledged or otherwise Transferred unless they are registered under transferred within the Securities meaning of the Act and any such other applicable securities laws or without an exemption from such registration is available. Each Member agrees with all other Members that such Member will not sell or otherwise Transfer such Member’s Interest in the Council unless such Interest has been so registered or in the opinion of Counsel, or of other counsel reasonably satisfactory to the Council, such an exemption is available. (b) Each Member hereby represents that: (i) it is acquiring its Interest for its own account, and not with a view to resell or distribute the same or any part thereof; and (ii) no other person or Entity has any interest in its Interest or in the rights of the Member under this Agreement other than a spouse having a community property or similar interest under Applicable Law. Each Member also represents that it has the business and financial knowledge and experience necessary to acquire its Interest on the terms contemplated herein without the need for the investor protections provided by the registration requirements of the Securities Act of 1933, as amended. (c) Act. Each Member hereby Purchaser further represents and warrants that such Member is not subject to any law, regulation, rule of a self-regulatory body, judicial order, contract or other binding arrangement that would: (i) be violated in consequence he or she is an "accredited investor" within the meaning of entering into of this Agreement; or Regulation D promulgated under the Act, (ii) impose upon he or she has sufficient knowledge and experience in business and financial matters to be capable of evaluating the Council merits and risks of an investment in the Shares and of any material burden, restriction or obligation solely further investment in consequence connection with any acquisition proposed as a result of the status Venture, including without limitation pursuant to a Capital Call by the Partnership, (iii) he or position she is able to bear the economic risks of an investment in the Shares and is, at the present time, able to afford a complete loss of such investment, and (disregarding iv) he or she is acquiring the Shares (or if the Shares were previously acquired, as of the time of his or her acquisition of the Shares, he or she acquired the Shares) for this purpose investment for his or her own account with no present intention of dividing his or her interest with others or of reselling or otherwise distributing the same in any burden transaction that would require registration under, or obligation that consists solely would be in violation of, the Act or any other securities law of compliance with applicable tax laws)the United States or of any State, without prejudice, however, to a Purchaser's right to sell or otherwise dispose of Shares under an effective registration statement or pursuant to an exemption from registration under the Act. Each Member Purchaser agrees that, fifteen days prior to any proposed transfer (other than a transfer pursuant to an effective registration statement under the Act), the Purchaser shall immediately notify give written notice to the Council in Corporation of such intended transfer, describing the event manner and circumstances of the proposed transfer and, if requested by the Corporation, an opinion of counsel, reasonably satisfactory to the Corporation and addressed to the Corporation, to the effect that the proposed transfer may be effected without registration under the Act or any other securities law of the United States or any State together with such representation set forth in letters and/or other supporting materials as the preceding sentence ceases to be accurateCorporation may reasonably request.

Securities Law Matters. (ai) Each Member In acquiring the Units and engaging in this transaction, none of the Contributors is relying upon any representations made to it by the Operating Partnership, or any of the partners, officers, employees, affiliates or agents of the Operating Partnership or the REIT, except with respect to any representations set forth in this Agreement (as such representations may be modified in accordance with the terms of this Agreement). Such Contributor is aware of the risks involved in investing in the Units. Such Contributor has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership or a person or persons authorized to act on its behalf, concerning the terms and conditions of this investment and the financial condition, affairs, and business of the Operating Partnership. Such Contributor confirms that all documents, records, and information pertaining to its investment in the Operating Partnership that have been requested by it, including a complete copy of the organizational documents of each of the Operating Partnership and the REIT, have been made available or delivered to it prior to the date hereof. Such Contributor represents and warrants that each has reviewed such documents and information as Contributor has deemed appropriate, and made its own investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Operating Partnership. (ii) Such Contributor understands that in addition to the restrictions on Transfer contained in this Agreement, such Member must bear the economic risks of the acquisition of its Interest for an indefinite period because the Interests OP Units have not been registered under the Securities Act of 1933, as amendedamended (the “Securities Act”), or under any applicable securities laws of any state or other jurisdiction and, therefore, may not be securities acts and are instead being offered and sold or otherwise Transferred unless they are registered under the Securities Act and any such other applicable securities laws or in reliance on an exemption from such registration is availablerequirements. Each Member agrees with all other Members that The Units are being acquired by such Member will not sell or otherwise Transfer such Member’s Interest in the Council unless such Interest has been so registered or in the opinion of Counsel, or of other counsel reasonably satisfactory to the Council, such an exemption is available. (b) Each Member hereby represents that: (i) it is acquiring its Interest Contributor solely for its own account, for investment, and are not being acquired with a view to resell to, or distribute the same for resale in connection with, any distribution, subdivision, or any part fractionalization thereof; , in violation of such laws, and (ii) no other person or Entity Contributor has any interest in its Interest present intention to enter into any contract, undertaking, agreement or in arrangement with respect to any such resale. Such Contributor understands that the rights OP Agreement will impose certain restrictions with respect to the transfer of the Member Units and, if the Operating Partnership elects to issue the Certificates, the Certificates will contain the following legend reflecting the requirement that the Units cannot be resold without registration under this Agreement other than a spouse having a community property such laws or similar interest the availability of an exemption from such registration: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO US FEDERAL PROPERTIES PARTNERSHIP, LP, AN OPINION OF COUNSEL SATISFACTORY TO US FEDERAL PROPERTIES PARTNERSHIP, LP, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (iii) Each Contributor is an “accredited investor” as that term is defined in Rule 501 of Regulation D under Applicable Law. Each Member also represents that it has the business and financial knowledge and experience necessary to acquire its Interest on the terms contemplated herein without the need for the investor protections provided by the registration requirements of the Securities Act of 1933, as amendedAct. (civ) Each Member hereby Contributor represents severally that neither it nor any affiliate of such Member Contributor is not subject to any lawa member, regulation, rule affiliate of a self-regulatory body, judicial order, contract member or person associated with a member of the Financial Industry Regulatory Authority (“FINRA”). Such Contributor further represents severally that neither it nor any of its affiliates owns any stock or other binding arrangement that would: securities of any FINRA member not purchased in the open market, or has made any outstanding subordinated loans to an FINRA member. (i) be violated in consequence of entering into of this Agreement; A company or (ii) impose upon the Council any material burden, restriction or obligation solely in consequence natural person is presumed to control a member of the status FINRA and is therefore presumed to constitute an affiliate of such member if the company or position (disregarding for this purpose any burden person is the beneficial owner of 10% or obligation that consists solely more of compliance with applicable tax lawsthe outstanding securities of a member which is a corporation. Additionally, a natural person is presumed to control a member of the FINRA and is therefore presumed to constitute an affiliate of such a member if such person has the power to direct or cause the direction of the management or policies of such member.). Each Member shall immediately notify the Council in the event that any representation set forth in the preceding sentence ceases to be accurate.

Securities Law Matters. (a) Each Member understands The Shareholders recognize and understand that in addition the EHI Common Stock to be issued to them pursuant to the restrictions on Transfer contained in this Agreement, such Member must bear Merger (sometimes referred to as the economic risks of the acquisition of its Interest for an indefinite period because the Interests have "Securities") will not been be registered under the Securities Act of 1933, as amendedAct, or under any applicable the securities laws of any state or other jurisdiction and, therefore, may (the "Securities Laws"). The Securities are not be sold or otherwise Transferred unless they are being so registered under in reliance upon exemptions from the Securities Act and any such other applicable securities laws or an exemption from such registration is available. Each Member agrees with all other Members that such Member will not sell or otherwise Transfer such Member’s Interest the Securities Laws which are predicated, in part, on the Council unless such Interest has been so registered or in representations, warranties and agreements of the opinion of Counsel, or of other counsel reasonably satisfactory to the Council, such an exemption is availableShareholders contained herein. (b) Each Member hereby represents that: The Shareholders each represent and warrant that (i) it they have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in the EHI Common Stock and the suitability thereof as an investment for them, (ii) each such Shareholder is acquiring its Interest an "accredited investor" within the meaning of Regulation D promulgated by the Commission pursuant to the Securities Act, (iii) the EHI Common Stock to be acquired by them in connection with the Merger will be acquired for its such Shareholder's own accountbeneficial interest and not as nominee for any other Person, and solely for investment and not with a view to resell toward resale or distribute the same or any part thereof; and (ii) no other person or Entity has any interest redistribution in its Interest or in the rights of the Member under this Agreement other than a spouse having a community property or similar interest under Applicable Law. Each Member also represents that it has the business and financial knowledge and experience necessary to acquire its Interest on the terms contemplated herein without the need for the investor protections provided by the registration requirements violation of the Securities Act Laws, (iv) their residence and domicile is in the State of 1933Texas; (v) in connection with the transactions contemplated hereby, no assurances have been made concerning the future results of SMW or EHI or as amendedto the value of the EHI Common Stock; (vi) the Shareholders were not solicited to purchase the Securities by any form of public advertisement or the like. The Shareholders understand that none of EHI, Sub or SMW is under any obligation to file a registration statement or to take any other action under the securities laws with respect to the Securities. (c) Each Member hereby represents that such Member The Shareholders have consulted with their own counsel in regard to the Securities Laws and each is not subject to any law, regulation, rule of a self-regulatory body, judicial order, contract or other binding arrangement that wouldfully aware: (i) be violated in consequence of entering into of this Agreement; or the circumstances under which they are required to hold the Securities, (ii) impose of the limitations on the transfer or disposition of the Securities, (iii) that the Securities must be held indefinitely unless the transfer thereof is registered under the Securities Laws or an exemption from registration is available, and (iv) that no exemption from registration is likely to become available for at least one (1) year from the date of acquisition of the Securities. The Shareholders have been advised by their counsel as to the provisions of (a) Section 4(2) of the Securities Act; (b) Regulation D, as promulgated by the Commission under the Securities Act; and (c) Rules 144 and 145 as promulgated by the Commission under the Securities Act, and has been advised of the applicable limitations thereof. The Shareholders acknowledge that EHI, Sub and SMW are relying upon the Council any material burden, restriction or obligation solely in consequence truth and accuracy of the status representations and warranties made by them in this Section 2.22 in consummating the transactions contemplated by this Agreement without registering the Securities under the Securities Laws. (d) EHI and Sub have made available to the Shareholders the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information which they possess or position could reasonably acquire for the purpose of verifying the accuracy of information furnished to Xxxxxxx as set forth herein or for the purpose of considering the transactions contemplated hereby. (disregarding for this purpose any burden or obligation e) The Shareholders agree that consists solely the certificates representing their EHI Common Stock to be acquired pursuant to the Merger will be imprinted with the following legend, the terms of compliance with applicable tax lawswhich are specifically agreed to: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). Each Member shall immediately notify the Council THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. SALE, TRANSFER, HYPOTHECATION, ENCUMBRANCE, OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE PROVISIONS OF THE BYLAWS OF THE CORPORATION, AS AMENDED. ALL PROVISIONS OF THE BYLAWS, AS AMENDED, ARE INCORPORATED BY REFERENCE IN THIS CERTIFICATE. A COPY OF THE BYLAWS, AS AMENDED, MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE CORPORATION. The Shareholders understand and agree that appropriate stop transfer notations will be placed in the event that any representation set forth records of EHI and with its transfer agents in respect of the EHI Common Stock which are to be issued to them in the preceding sentence ceases to be accurateMerger.