Common use of Securities Law Representations Clause in Contracts

Securities Law Representations. The Investor acknowledges that the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. The Investor further acknowledges that, absent an effective registration under the Securities Act, the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only be offered, sold or otherwise transferred (1) to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyer” that is purchasing for its own account or for the account of another “qualified institutional buyer” in reliance on Rule 144A of the Securities Act, or (4) pursuant to another exemption from registration under the Securities Act, such as Rule 144 of the Securities Act (if applicable). Such Investor is either (1) not a “U.S. person” (as defined in Regulation S of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act. Such Investor is acquiring the Notes (and any ADSs issuable upon conversion of the Notes and the Class A Ordinary Shares represented thereby) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any ADSs issuable upon conversion of the Notes) in violation of the Securities Act.

Securities Law Representations. The a. This Agreement is made with the Investor acknowledges in reliance upon the Investor’s representation to the Company, which by the Investor’s execution of this Agreement the Investor hereby confirms, that the Notes (and Shares to be purchased by the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. The Investor further acknowledges that, absent an effective registration under the Securities Act, the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only will be offered, sold or otherwise transferred (1) to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyer” that is purchasing acquired for its own account or investment for the account of another “qualified institutional buyer” in reliance on Rule 144A of the Securities Act, or (4) pursuant to another exemption from registration under the Securities Act, such as Rule 144 of the Securities Act (if applicable). Such Investor is either (1) not a “U.S. person” (as defined in Regulation S of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act. Such Investor is acquiring the Notes (and any ADSs issuable upon conversion of the Notes and the Class A Ordinary Shares represented thereby) for its Investor’s own account, not as a nominee or agent, and not with a view toward, to the resale or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” lawpart thereof, or with any and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or selling arrangement with any Person to sell, transfer or grant participations to such Notes (Person or to any ADSs issuable upon conversion third Person, with respect to any of the NotesShares. b. Investor’s financial condition is such that Investor can afford to bear the economic risk of holding the shares for an indefinite period of time and has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the Shares. c. Investor understands and acknowledges that (i) the Shares are being offered and sold under one or more of the exemptions from registration provided for in violation Section 4(2), 4(6) or 3(b) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state securities laws, (ii) Investor is purchasing the Shares without being offered or furnished any offering literature or prospectus other than as described in Section 4.6, and (iii) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. d. Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended. e. Investor has been advised of and consents to the placement of a restrictive legend in the following form on the certificates representing the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.”

Securities Law Representations. The a. This Agreement is made with the Investor acknowledges in reliance upon the Investor’s representation to the Company, which by the Investor’s execution of this Agreement the Investor hereby confirms, that the Notes (and Shares to be received by the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. The Investor further acknowledges that, absent an effective registration under the Securities Act, the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only will be offered, sold or otherwise transferred (1) to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyer” that is purchasing acquired for its own account or investment for the account of another “qualified institutional buyer” in reliance on Rule 144A of the Securities Act, or (4) pursuant to another exemption from registration under the Securities Act, such as Rule 144 of the Securities Act (if applicable). Such Investor is either (1) not a “U.S. person” (as defined in Regulation S of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act. Such Investor is acquiring the Notes (and any ADSs issuable upon conversion of the Notes and the Class A Ordinary Shares represented thereby) for its Investor’s own account, not as a nominee or agent, and not with a view toward, to the resale or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” lawpart thereof, or with any and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or selling arrangement with any Person to sell, transfer or grant participations to such Notes (Person or to any ADSs issuable upon conversion third Person, with respect to any of the NotesShares. b. Investor’s financial condition is such that Investor can afford to bear the economic risk of holding the shares for an indefinite period of time and has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the Shares. c. Investor understands and acknowledges that (i) the Shares are being offered and sold under one or more of the exemptions from registration provided for in violation Section 4(2), 4(6) or 3(b) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state securities laws, (ii) Investor is purchasing the Shares without being offered or furnished any offering literature or prospectus other than as described in Section 4.6, and (iii) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. d. Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended. e. Investor has been advised of and consents to the placement of a restrictive legend in the following form on the certificates representing the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.”

Securities Law Representations. The a. This Agreement is made with the Investor acknowledges in reliance upon the Investor’s representation to the Company, which by the Investor’s execution of this Agreement the Investor hereby confirms, that the Notes (and to be purchased by the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. The Investor further acknowledges that, absent an effective registration under the Securities Act, the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only will be offered, sold or otherwise transferred (1) to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyer” that is purchasing acquired for its own account or investment for the account of another “qualified institutional buyer” in reliance on Rule 144A of the Securities Act, or (4) pursuant to another exemption from registration under the Securities Act, such as Rule 144 of the Securities Act (if applicable). Such Investor is either (1) not a “U.S. person” (as defined in Regulation S of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act. Such Investor is acquiring the Notes (and any ADSs issuable upon conversion of the Notes and the Class A Ordinary Shares represented thereby) for its Investor’s own account, not as a nominee or agent, and not with a view toward, to the resale or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” lawpart thereof, or with any and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or selling arrangement with any Person to sell, transfer or grant participations to such Notes (Person or to any ADSs issuable upon conversion third Person, with respect to any of the Notes. b. Investor’s financial condition is such that Investor can afford to bear the economic risk of holding the shares for an indefinite period of time and has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the Notes. c. Investor understands and acknowledges that (i) the Notes are being offered and sold under one or more of the exemptions from registration provided for in violation Section 4(2), 4(6) or 3(b) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state securities laws, (ii) Investor is purchasing the Notes without being offered or furnished any offering literature or prospectus other than as described in Section 4.6, and (iii) this transaction has not been reviewed or approved by the SEC or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. d. Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended. e. Investor has been advised of and consents to the placement of a restrictive legend in the following form on the certificates representing the Notes: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.”

Securities Law Representations. (i) The Investor Series 2 Notes to be acquired by CT Legacy Holdings pursuant to this Agreement will be acquired for CT Legacy Holdings’ own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and the Series 2 Notes will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) CT Legacy Holdings understands and acknowledges that (i) the Series 2 Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) are “restricted securities” that have not been registered under the Securities Act or any state securities laws, and such units are being sold in reliance upon an exemption or exemptions from the registration and prospectus delivery requirements of the Securities Act and applicable state securities law. The Investor further acknowledges thatlaws, absent and must be held by CT Legacy Holdings indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Series 2 Notes for an effective registration indefinite period of time), and (ii) there is not currently a trading market for the Series 2 Notes and there can be no assurances that the same will be listed on any exchange or quoted on any quotation system; (iii) CT Legacy Holdings is an “accredited investor” as that term is defined under Rule 501(a) promulgated pursuant to the Securities Act, the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only be offered, sold or otherwise transferred (1) to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyerpurchaser” that is purchasing for its own account or for within the account meaning of another “qualified institutional buyer” in reliance on Rule 144A Section 3(c)(7) of the Securities Investment Company Act of 1940, as amended (the “Investment Company Act”), or (4and as such that term is defined in Section 2(a)(51) pursuant to another exemption from registration under the Securities Act, such as Rule 144 of the Securities Act (if applicable). Such Investor is either (1) not a “U.S. person” (as defined in Regulation S of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Investment Company Act. Such Investor CT Legacy Holdings is acquiring an experienced and sophisticated investor and has such knowledge and experience in financial, business and investment matters as are necessary to evaluate the Notes (merits and any ADSs issuable upon conversion risks of an investment in the Series 2 Notes and the Class A Ordinary Shares represented thereby) for protecting its own account, and not with a view toward, or for sale interests in connection withtherewith; and (iv) CT Legacy Holdings has received and reviewed information regarding CT Series 2 Note Issuer and its subsidiaries that has been provided to CT Legacy Holdings by CT Series 2 Note Issuer and has been given the opportunity to ask questions of and to receive answers from CT Series 2 Note Issuer concerning the business, any distribution thereof in violation operations and financial condition of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any ADSs issuable upon conversion of the Notes) in violation of the Securities ActCT Series 2 Note Issuer and CT Legacy REIT Holdings and its subsidiaries.

Securities Law Representations. (i) The Investor Contributed Units to be acquired by CT Series 2 Note Issuer pursuant to this Agreement will be acquired for CT Series 2 Note Issuer’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Contributed Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) CT Series 2 Note Issuer understands and acknowledges that (i) the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) are “restricted securities” that Contributed Units have not been registered under the Securities Act or any applicable state securities law. The Investor further acknowledges thatlaws, absent an effective registration under the Securities Act, the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only be offered, such units are being sold or otherwise transferred (1) to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyer” that is purchasing for its own account or for the account of another “qualified institutional buyer” in reliance on Rule 144A of upon an exemption or exemptions from the Securities Act, or (4) pursuant to another exemption from registration under the Securities Act, such as Rule 144 and prospectus delivery requirements of the Securities Act (if applicable). Such Investor and applicable state securities laws, and must be held by CT Series 2 Note Issuer indefinitely unless a subsequent disposition thereof is either (1) not a “U.S. person” (as defined in Regulation S of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Contributed Units for an indefinite period of time), and (ii) there is not currently a trading market for the Contributed Units and there can be no assurances that the same will be listed on any exchange or quoted on any quotation system; (iii) CT Series 2 Note Issuer is an “accredited investor” as that term is defined under Rule 501(a) promulgated pursuant to the Securities Act and a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act, and as such that term is defined in Section 2(a)(51) of the Investment Company Act. Such Investor CT Series 2 Note Issuer is acquiring an experienced and sophisticated investor and has such knowledge and experience in financial, business and investment matters as are necessary to evaluate the Notes merits and risks of an investment in the Contributed Units and protecting its interests in connection therewith; and (iv) CT Series 2 Note Issuer has received and any ADSs issuable upon conversion reviewed information regarding CT Legacy REIT Holdings and its subsidiaries that has been provided to it by CT Legacy REIT Holdings and has been given the opportunity to ask questions of and to receive answers from CT Legacy REIT Holdings concerning the Notes Contributed Units, and the Class A Ordinary Shares represented thereby) for business, operations and financial condition of CT Legacy REIT Holdings and its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any ADSs issuable upon conversion of the Notes) in violation of the Securities Actsubsidiaries.

Securities Law Representations. (i) The Investor Stock to be acquired by it pursuant to this Agreement will be acquired for its own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and the Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) It understands and acknowledges that (i) the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) are “restricted securities” that have Stock has not been registered under the Securities Act or any state securities laws, and such units are being sold in reliance upon an exemption or exemptions from the registration and prospectus delivery requirements of the Securities Act and applicable state securities law. The Investor further acknowledges thatlaws, absent and must be held by it indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Stock for an effective registration indefinite period of time), and (ii) there is not currently a trading market for the Stock and there can be no assurances that the same will be listed on any exchange or quoted on any quotation system; (iii) It is an “accredited investor” as that term is defined under Rule 501(a) promulgated pursuant to the Securities Act, the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only be offered, sold or otherwise transferred (1) to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyerpurchaser” that is purchasing for its own account or for within the account meaning of another “qualified institutional buyer” in reliance on Rule 144A Section 3(c)(7) of the Securities Investment Company Act of 1940, as amended (the “Investment Company Act”), or (4and as such that term is defined in Section 2(a)(51) pursuant to another exemption from registration under the Securities Act, such as Rule 144 of the Securities Act (if applicable). Such Investor is either (1) not a “U.S. person” (as defined in Regulation S of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Investment Company Act. Such Investor It is acquiring an experienced and sophisticated investor and has such knowledge and experience in financial, business and investment matters as are necessary to evaluate the Notes merits and risks of an investment in the Stock and protecting its interests in connection therewith; and (iv) It has received and any ADSs issuable upon conversion reviewed information regarding CT Legacy REIT Mezz Borrower and its subsidiaries that has been provided to it by CT Legacy REIT Mezz Borrower and has been given the opportunity to ask questions of and to receive answers from CT Legacy REIT Mezz Borrower concerning the Notes Legacy Assets, and the Class A Ordinary Shares represented thereby) for business, operations and financial condition of CT Legacy REIT Mezz Borrower and its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any ADSs issuable upon conversion of the Notes) in violation of the Securities Actsubsidiaries.

Securities Law Representations. (i) The Investor Series 1 Notes to be acquired by CT Legacy Holdings pursuant to this Agreement will be acquired for CT Legacy Holdings’ own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and the Series 1 Notes will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) CT Legacy Holdings understands and acknowledges that (i) the Series 1 Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) are “restricted securities” that have not been registered under the Securities Act or any state securities laws, and such units are being sold in reliance upon an exemption or exemptions from the registration and prospectus delivery requirements of the Securities Act and applicable state securities law. The Investor further acknowledges thatlaws, absent and must be held by CT Legacy Holdings indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Series 1 Notes for an effective registration indefinite period of time), and (ii) there is not currently a trading market for the Series 1 Notes and there can be no assurances that the same will be listed on any exchange or quoted on any quotation system; (iii) CT Legacy Holdings is an “accredited investor” as that term is defined under Rule 501(a) promulgated pursuant to the Securities Act, the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only be offered, sold or otherwise transferred (1) to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyerpurchaser” that is purchasing for its own account or for within the account meaning of another “qualified institutional buyer” in reliance on Rule 144A Section 3(c)(7) of the Securities Investment Company Act of 1940, as amended (the “Investment Company Act”), or (4and as such that term is defined in Section 2(a)(51) pursuant to another exemption from registration under the Securities Act, such as Rule 144 of the Securities Act (if applicable). Such Investor is either (1) not a “U.S. person” (as defined in Regulation S of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Investment Company Act. Such Investor CT Legacy Holdings is acquiring an experienced and sophisticated investor and has such knowledge and experience in financial, business and investment matters as are necessary to evaluate the Notes (merits and any ADSs issuable upon conversion risks of an investment in the Series 1 Notes and the Class A Ordinary Shares represented thereby) for protecting its own account, and not with a view toward, or for sale interests in connection withtherewith; and (iv) CT Legacy Holdings has received and reviewed information regarding CT Series 1 Note Issuer and its subsidiaries that has been provided to CT Legacy Holdings by CT Series 1 Note Issuer and has been given the opportunity to ask questions of and to receive answers from CT Series 1 Note Issuer concerning the business, any distribution thereof in violation operations and financial condition of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any ADSs issuable upon conversion of the Notes) in violation of the Securities ActCT Series 1 Note Issuer and CT Legacy REIT Holdings and its subsidiaries.

Securities Law Representations. Each Seller represents and warrants as to himself as follow: (a) The Investor acknowledges that Seller is an accredited investor (under the Notes qualifications set forth in paragraph (g) below) and is able to bear the economic risk of an investment in the Janus Preferred Stock, including the loss of his entire investment. (b) The Seller has prior substantial investment experience, including investments in non-registered securities, and recognizes the highly speculative nature of an investment in the Janus Preferred Stock. (c) The Seller has been afforded the opportunity to ask questions of, and receive answers from, directors and executive officers of Janus concerning Janus and the underlying ADSs issuable upon the conversion terms and conditions of the Notes offering of the Janus Preferred Stock pursuant to this Agreement. The Seller has been furnished with all information and all documents which he has requested. (d) Neither the Class A Ordinary Shares represented thereby) are “restricted securities” that have not been offer nor the sale of the Janus Preferred Stock is being registered under the Securities Act or the securities laws of any applicable state securities lawstate. The Investor further acknowledges that, absent an effective registration under the Securities Act, the Notes (Janus Preferred Stock is being offered and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only be offered, sold or otherwise transferred (1) to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyer” that is purchasing for its own account or for the account of another “qualified institutional buyer” in reliance on Rule 144A of the Securities Act, or (4) pursuant to another exemption exemptions from registration under the Securities ActAct and the various state securities laws for transactions not involving any public offering. Accordingly, none of the Janus Preferred Stock can be sold, assigned, bequeathed, exchanged, pledged, hypothecated or otherwise transferred (each individually a "Transfer") by the Seller unless and until each is registered under the Securities Act and the securities laws of each applicable state or an exemption from registration pursuant to the Securities Act and such as Rule 144 laws is available to the Seller. (e) Janus is relying on exemptions from the various federal and state securities laws which depend, in part, upon the Seller's investment intent and upon the information the Seller has set forth in this Section 3.27. This Agreement is delivered to Janus by the Seller with the understanding and intent that Janus will rely on the information contained in this Section 3.27 and with such Seller's consent to such reliance. (f) The Janus Preferred Stock is being acquired by the Seller for the Seller's own account for investment and not for distribution or resale or fractionalization thereof or reselling thereof or any part thereof within the meaning of the Securities Act (if applicable)other than in compliance therewith or in accordance with an exemption therefrom. Such Investor is either (1) The Seller will not a “U.S. person” (as defined in Regulation S transfer any of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor Janus Preferred Stock unless it is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration registered under the Securities ActAct and the securities laws of each applicable state or unless an exemption from each such registration is available for such Transfer. Such Investor The Seller has adequate means of providing for the Seller's current needs and possible personal and business contingencies and has no need for liquidity of his investment in the Janus Preferred Stock. (g) The Seller is acquiring a natural person who has a net worth or joint net worth with the Notes (and any ADSs issuable upon conversion Seller's spouse in excess of $1,000,000; had an individual income in excess of $200,000 in each of the Notes two most recent years or a joint income with the Seller's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; and the Class A Ordinary Shares represented therebySeller is an officer and/or director of Janus. (h) for its own account, The Seller understands the meaning and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any ADSs issuable upon conversion legal consequences of the Notes) foregoing representations and warranties in violation this Section 3.27, which are true and correct as of the Securities Actdate hereof and will be true and correct as of the date of the Seller's purchase of the Janus Preferred Stock subscribed for herein. Each such representation and warranty shall survive such purchase.

Securities Law Representations. (i) The Investor Contributed Units to be acquired by CT Series 1 Note Issuer pursuant to this Agreement will be acquired for CT Series 1 Note Issuer’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Contributed Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) CT Series 1 Note Issuer understands and acknowledges that (i) the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) are “restricted securities” that Contributed Units have not been registered under the Securities Act or any applicable state securities law. The Investor further acknowledges thatlaws, absent an effective registration under the Securities Act, the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only be offered, such units are being sold or otherwise transferred (1) to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyer” that is purchasing for its own account or for the account of another “qualified institutional buyer” in reliance on Rule 144A of upon an exemption or exemptions from the Securities Act, or (4) pursuant to another exemption from registration under the Securities Act, such as Rule 144 and prospectus delivery requirements of the Securities Act (if applicable). Such Investor and applicable state securities laws, and must be held by CT Series 1 Note Issuer indefinitely unless a subsequent disposition thereof is either (1) not a “U.S. person” (as defined in Regulation S of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Contributed Units for an indefinite period of time), and (ii) there is not currently a trading market for the Contributed Units and there can be no assurances that the same will be listed on any exchange or quoted on any quotation system; (iii) CT Series 1 Note Issuer is an “accredited investor” as that term is defined under Rule 501(a) promulgated pursuant to the Securities Act and a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act, and as such that term is defined in Section 2(a)(51) of the Investment Company Act. Such Investor CT Series 1 Note Issuer is acquiring an experienced and sophisticated investor and has such knowledge and experience in financial, business and investment matters as are necessary to evaluate the Notes merits and risks of an investment in the Contributed Units and protecting its interests in connection therewith; and (iv) CT Series 1 Note Issuer has received and any ADSs issuable upon conversion reviewed information regarding CT Legacy REIT Holdings and its subsidiaries that has been provided to it by CT Legacy REIT Holdings and has been given the opportunity to ask questions of and to receive answers from CT Legacy REIT Holdings concerning the Notes Contributed Units, and the Class A Ordinary Shares represented thereby) for business, operations and financial condition of CT Legacy REIT Holdings and its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any ADSs issuable upon conversion of the Notes) in violation of the Securities Actsubsidiaries.

Securities Law Representations. The Investor Each of Seller and the Members acknowledges that the Notes ENET Common Stock delivered to Seller at Closing shall be "restricted stock" and have not been registered by Purchaser pursuant to the Securities Act of 1933, as amended (the "Act") or any state securities laws and pending such registration may not be offered or sold except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Act or applicable state securities laws. As a result, each of Seller and the underlying ADSs issuable upon the conversion Members hereby agrees that Seller shall not, directly or indirectly, sell, offer to sell, contract to sell or otherwise transfer any of the Notes Shares unless the Shares are registered pursuant to an effective registration statement filed with the Securities and Exchange Commission with respect to the Shares or an exemption from registration shall be available. Each of Seller and the Class A Ordinary Members represents that he or it is familiar with Rule 144 and Rule 144A promulgated under the Act and understands the resale limitations imposed thereby and by the Act. Each party hereto acknowledges that each certificate representing the Shares represented thereby) are “restricted securities” will bear a restrictive legend evidencing the transfer restrictions described herein. Each of Seller and the Members acknowledge that the Shares have not been registered under the Securities Act or any applicable state securities lawin reliance by ENET and Purchaser upon certain exemptions from registration contained therein, including the exemptions from registration provided by Section 4(2) of the Act and Regulation D promulgated thereunder. The Investor Each of Seller and the Members further acknowledges represents and warrants to Purchaser and ENET that, absent an effective registration under the Securities Actexcept as provided in Section 1.3.4 below, the Notes (Seller and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only be offered, sold or otherwise transferred (1) to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyer” that is purchasing for its own account or for the account of another “qualified institutional buyer” in reliance on Rule 144A of the Securities Act, or (4) pursuant to another exemption from registration under the Securities Act, such as Rule 144 of the Securities Act (if applicable). Such Investor is either (1) not a “U.S. person” (as defined in Regulation S of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act. Such Investor each Member is acquiring the Notes (and any ADSs issuable upon conversion Shares for the purpose of the Notes and the Class A Ordinary Shares represented thereby) investment for its Seller's own account, account and not with a view toward, or for sale or distribution thereof within the meaning of Section 2(11) of the Act. Each Member has (i) knowledge of finance, securities and investments generally and (ii) experience and skill in investments based on actual participation. In addition, each Member represents and warrants to Purchaser and ENET that he (a) is an "accredited investor," as such term is defined in Rule 501(a) of Regulation D under the Act, (b) can bear the economic risk of the investment in the Shares, including the total loss of such investment, (c) has such knowledge and experience in business and financial matters, including the analysis of or participation in offerings of privately- issued securities as to be capable of evaluating the merits and risks of an investment in the Shares, and (d) in connection withwith the transactions contemplated hereby, any distribution thereof in violation no assurances have been made concerning the future results of any federal ENET or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any ADSs issuable upon conversion as to the value of the Notes) ENET Common Stock. Seller and each Member have had access to all information that they deemed necessary or desirable in violation connection with Seller's receipt of the Securities Shares and have had an opportunity to ask questions of and receive answers from the executive officers and other designated representatives of Seller and Purchaser concerning the terms and conditions of and the business and operations of Purchaser. The Seller and the Member have been furnished with (i) the Annual Report on Form 10-K of ENET, filed with the Commission under the Exchange Act, for the fiscal year ended June 30, 1997 (the "Annual Report") and (ii) the quarterly reports on Form 10-Q of ENET for the quarterly periods ended September 30, 1997, December 31, 1997, March 31, 1998, and June 30, 1998, filed with the Commission under the Exchange Act. Each of the Sellers has been furnished with the complete financial statements of ENET for the fiscal years ended June 30, 1995, 1996 and 1997.

Securities Law Representations. (i) The Investor Units to be acquired by Five Mile Shareholder pursuant to this Agreement will be acquired for Five Mile Shareholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and the Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) Five Mile Shareholder understands and acknowledges that (i) the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) are “restricted securities” that Units have not been registered under the Securities Act or any state securities laws, and such Units are being sold in reliance upon an exemption or exemptions from the registration and prospectus delivery requirements of the Securities Act and applicable state securities law. The Investor further acknowledges thatlaws, absent and must be held by Five Mile Shareholder indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Units for an effective registration indefinite period of time), and (ii) there is not currently a trading market for the Units and there can be no assurances that the same will be listed on any exchange or quoted on any quotation system; (iii) Five Mile Shareholder is an “accredited investor” as that term is defined under Rule 501(a) promulgated pursuant to the Securities Act, the Notes (and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only be offered, sold or otherwise transferred (1) to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyerpurchaser” that is purchasing for its own account or for within the account meaning of another “qualified institutional buyer” in reliance on Rule 144A Section 3(c)(7) of the Securities Investment Company Act of 1940, as amended (the “Investment Company Act”), or (4and as such that term is defined in Section 2(a)(51) pursuant to another exemption from registration under the Securities Act, such as Rule 144 of the Securities Act (if applicable). Such Investor is either (1) not a “U.S. person” (as defined in Regulation S of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Investment Company Act. Such Investor Five Mile Shareholder is acquiring an experienced and sophisticated investor and has such knowledge and experience in financial, business and investment matters as are necessary to evaluate the Notes merits and risks of an investment in the Units and protecting its interests in connection therewith; and (iv) Five Mile Shareholder has received and any ADSs issuable upon conversion reviewed information regarding CT Legacy REIT Holdings and its subsidiaries that has been provided to Five Mile Shareholder by CT Legacy REIT Holdings and has been given the opportunity to ask questions of and to receive answers from CT Legacy REIT Holdings concerning the Notes Contributed Stock, and the Class A Ordinary Shares represented thereby) for business, operations and financial condition of CT Legacy REIT Holdings and its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any ADSs issuable upon conversion of the Notes) in violation of the Securities Actsubsidiaries.

Securities Law Representations. The (a) HBV and each HBV Investor acknowledges that is purchasing the Notes Reorganized Seitel Common Stock and the Guarantor Warrants (and the shares of Reorganized Seitel Common Stock underlying ADSs issuable the Guarantor Warrants) (collectively, the "Securities") solely for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. (b) Each HBV Investor is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, and/or an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act. (c) Each HBV Investor understands that the Securities are being offered and sold by the Company or the Reorganized Debtor in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities "blue sky" laws, and that the Company or the Reorganized Debtor is relying upon the conversion accuracy of, and HBV's and the HBV Investors' compliance with, their representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of HBV and the HBV Investors' eligibility to be offered and to purchase the Securities. (d) Neither HBV nor the HBV Investors, nor any of their respective affiliates or any persons acting on their behalf, has the intention of entering, or will enter into, prior to the Guarantee Performance Date, any put or call option, straddle, hedge arrangement, short position or other similar instrument or arrangement with respect to the Securities (or any interest therein), and neither HBV nor the HBV Investors, nor any of their respective affiliates or any persons acting on their behalf, will use, prior to the Guarantee Performance Date, Securities acquired pursuant to this Agreement to settle any put or call option, straddle, hedge arrangement, short position or other similar instrument or arrangement that may have been entered into prior to the execution of this Agreement. HBV will not, and will not permit any of the Notes HBV Investors, directly or indirectly, to make bids or purchases for the purposes of creating actual or apparent active trading in, or of raising the price of, any securities of the Company or the Reorganized Debtor, which is designed to or which would constitute, or which might reasonably be expected to cause or result in, manipulation of the price of any securities of the Company or the Reorganized Debtor in violation of Regulation M or Rule 10b-18 under, or Sections 9 or 18, of the Exchange Act. (e) HBV and each of the Class A Ordinary Shares represented therebyHBV Investors has not entered and will not enter into any contract, commitment, plan, arrangement or understanding with respect to the distribution of the Securities (or any interest therein), except for such arrangements expressly provided in this Agreement. (f) are “restricted securities” HBV and each HBV Investor will not offer for sale, offer for purchase, sell or otherwise transfer the Securities (or any interest therein) without registration under the Securities Act or (as determined by counsel in an opinion of such counsel) an available exemption therefrom and fully understands and agrees that it must bear the economic risk of an investment in the Securities because, among other reasons, the Securities will not have not been registered under the Securities Act or under the securities laws of any applicable state securities law. The Investor further acknowledges thatand, absent an effective registration therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are registered under the Securities ActAct and under the applicable securities laws of such states prior to such resale, pledge, assignment or other disposition, or an exemption from such registration otherwise is available. In particular, HBV and the HBV Investors are aware that the Securities, when issued, will be "restricted securities," as such term is defined in Rule 144 under the Securities Act ("Rule 144"), and may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. HBV and the HBV Investors also understand that, except as otherwise provided in the Registration Rights Agreement, the Notes (Company and the underlying ADSs issuable upon the conversion of the Notes and the Class A Ordinary Shares represented thereby) may only be offered, sold or otherwise transferred (1) Reorganized Debtor are under no obligation to the Company or its Subsidiaries, (2) outside the United States in compliance with Regulation S of register the Securities Act, (3) on their behalf or to a person you reasonably believe is a “qualified institutional buyer” that is purchasing for its own account or for the account of another “qualified institutional buyer” assist them in reliance on Rule 144A of the Securities Act, or (4) pursuant to another complying with any exemption from registration under the Securities Act, such as Rule 144 Act or applicable state securities laws. HBV and the HBV Investors further understand that offers and sales of the Securities are further restricted by applicable state securities laws and the provisions of this Agreement and will comply with all applicable laws and regulations in each jurisdiction in which they offer or sell the Securities. (g) None of HBV or the HBV Investors will take any action whatsoever that would otherwise cause the exemption from the registration requirements of the Securities Act (if applicable). Such Investor is either (1) not a “U.S. person” (as defined and equivalent state securities "blue sky" laws being relied on by the Company or the Reorganized Debtor in Regulation S of connection with the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act. Such Investor is acquiring the Notes (and any ADSs issuable upon conversion of the Notes transactions contemplated by this Agreement and the Class A Ordinary Shares represented thereby) other Transaction Documents to not be available to the Company or the Reorganized Debtor to effect such transactions; provided, that no action taken by HBV or the HBV Investors expressly provided for its own account, and not with a view toward, in or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any ADSs issuable upon conversion of the Notes) in violation of the Securities Actas contemplated by this Agreement shall be prohibited hereunder.

Securities Law Representations. (a) The Investor Purchaser is receiving the New Units for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution or other disposition thereof. (b) The Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Neither the Purchaser nor any Person who beneficially owns an interest in the Company through the Purchaser is subject to an event described in Rule 506(d)(l)(i)-(viii) of regulation D under the Securities Act. (c) The Purchaser has been given the opportunity to obtain any information or documents relating to, and to ask questions and receive answers about, the Company Group and the business and prospects of the Company Group which the Purchaser deems necessary to evaluate the merits and risks related to the Purchaser’s investment in the New Units and to verify the information received. The Purchaser and its advisors, if any, have been furnished with and have had the opportunity to review the Amended LLC Agreement and any other documents which may have been made available upon request. (d) The Purchaser’s knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the Purchaser’s investment in the New Units; and the Purchaser is aware of no “general solicitation or advertising” (within the meaning of Rule 502 of Regulation D under the Securities Act) in connection with the transactions contemplated by this Agreement. (e) The Purchaser’s financial condition is such that the Purchaser can afford to bear the economic risk of holding the New Units for an indefinite period of time and has adequate means for providing for the Purchaser’s current needs and contingencies and to suffer a complete loss of its investment in the New Units. (f) The Purchaser acknowledges that (i) the Notes (Company’s offer and the underlying ADSs issuable upon the conversion sale of the Notes and New Units to the Class A Ordinary Shares represented thereby) are “restricted securities” that have Purchaser will not been be registered under the Securities Act or the securities laws of any applicable state securities law. The Investor further acknowledges thator other jurisdiction; (ii) the New Units may not be resold, absent an effective registration except pursuant to transactions that are registered, or exempt from registration, under the Securities ActAct and the applicable securities laws of any state or other jurisdiction; (iii) the New Units may need to be held, and the Purchaser may be forced to continue to bear the economic risk of the investment in the New Units, indefinitely; (iv) there will not be any public trading market for the New Units, and, as a result, the Notes (and the underlying ADSs issuable upon the conversion Purchaser may be unable to sell or dispose of the Notes New Units; and (v) the Class A Ordinary Shares represented thereby) may only Purchaser’s ability to dispose of the New Units will be offered, sold or otherwise transferred (1) subject to the Company or its Subsidiariesrestrictions contained in the Amended LLC Agreement, a copy of which the Purchaser has reviewed. (2g) outside The Purchaser understands that the United States New Units are being acquired by the Purchaser in compliance with Regulation S transactions not involving any public offering within the meaning of the Securities Act, (3) to a person you reasonably believe is a “qualified institutional buyer” that is purchasing for its own account or for the account of another “qualified institutional buyer” in reliance on Rule 144A an exemption therefrom. The Purchaser understands that the New Units have not been, and will not be, approved or disapproved by the SEC or by any other federal or state agency, and that no such agency has passed on the accuracy or adequacy of disclosures made to the Securities Act, or (4) pursuant Purchaser by the Company. The Purchaser further acknowledges that the Company shall have no obligation to another exemption from registration register the resale of any New Units under the Securities Act, such as Rule 144 of the Securities Act (if applicable). Such Investor is either (1) not a “U.S. person” (as defined in Regulation S of the Securities Act) or (2) an accredited investor (as defined in Rule 501 of the Securities Act). Such Investor is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act. Such Investor is acquiring the Notes (and any ADSs issuable upon conversion of the Notes and the Class A Ordinary Shares represented thereby) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any ADSs issuable upon conversion of the Notes) in violation of the Securities Actother applicable securities laws.