Common use of Securities Representation Clause in Contracts

Securities Representation. The Investor acknowledges that: (i) it is not a United States Person (as defined in Regulation S under the Securities Act) and, in determining to enter into this Agreement, purchase the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (vi) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legend: "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER."

Securities Representation. The Investor acknowledges that: (i) it is not a United States Person "U.S. person" (as defined in Regulation S Rule 902 under the Securities Act) and, in determining to enter into this Agreement, purchase acquire the Purchased Shares and perform its obligations hereunder, has made its buying decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, ; (iv) the Purchased Shares being to be delivered by the Company to the Investor at the Closing Date have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal federal and state securities laws or an exemption therefrom; (v) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (vi) it has received information concerning Aerial and the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legendlegends: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), AND MAY NOT NO TRANSFER OR OTHER DISTRIBUTION THEREOF CAN BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERFOR THE SHARES UNDER THE ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS." AND "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING SET FORTH IN AN INVESTMENT AGREEMENT DATED AS OF _________, 1998. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY UPON REQUEST."

Securities Representation. The Each of HTL and the Investor acknowledges that: (i) it is not a United States Person (as defined in Regulation S under the Securities Act) and, in determining to enter into this Agreement, purchase the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iiiii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, ; (iviii) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (viv) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (viv) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legendlegends: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), AND MAY NOT NO TRANSFER OR OTHER DISTRIBUTION THEREOF CAN BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERFOR THE SHARES UNDER THE ACT, OR AN OPINION OF COUNSEL PRESENTED AND SATISFACTORY TO THE COMPANY AND ITS COUNSEL PRIOR TO THE PROPOSED TRANSACTION THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS." AND "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER

Securities Representation. The Each of HTL and the Investor acknowledges that: (i) it is not a United States Person person (as defined in Regulation S under the Securities Act) and, in determining to enter into this Agreement, make its purchase the Purchased Shares and perform its obligations hereunder, has made its buying decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, ; (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (vi) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legend: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), AND MAY NOT NO TRANSFER OR OTHER DISTRIBUTION THEREOF CAN BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERFOR THE SHARES UNDER THE ACT, OR AN OPINION OF COUNSEL PRESENTED AND SATISFACTORY TO THE COMPANY AND ITS COUNSEL PRIOR TO THE PROPOSED TRANSACTION THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS."

Securities Representation. The Investor acknowledges that: In connection with the issuance and acquisition of the Converted Stock, the Warrant Stock, and the Closing Stock contemplated by Section 7 hereof (ithe "Securities"), Seller and each Selling Shareholder (collectively, "Subscriber") it hereby further represents and warrants to ATS as follows: (a) Subscriber is not a United States Person (as defined in an "accredited investor" within the meaning of Rule 501 of Regulation S D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Subscriber has not been organized solely for the purpose of acquiring the Securities. (b) andSubscriber is acquiring and will hold the Securities for investment for account only and not with a view to, or for resale in determining to enter into this Agreementconnection with, purchase any "distribution" thereof within the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under meaning of the Securities Act); . (iiic) it Subscriber understands that the Securities has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under by reason of a specific exemption therefrom and that the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares Securities must be held by indefinitely, unless they are subsequently registered under the Investor indefinitely unless subsequently so registered Securities Act or if Subscriber obtains an exemption from opinion of counsel, in form and substance satisfactory to ATS and its counsel, that such registration is available; not required. Subscriber further acknowledges and understands that ATS is under no obligation to register the Securities. (d) Subscriber is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject only to the satisfaction of certain conditions. Subscriber acknowledges and understands that the conditions for resale set forth in Rule 144 may not have been satisfied and that ATS is not obligated to satisfy these conditions in the foreseeable future. (e) Subscriber will not sell, transfer or otherwise dispose of the Securities in violation of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules promulgated thereunder, including Rule 144 under the Securities Act. Subscriber agrees not to dispose of the Securities unless and until Subscriber has provided ATS with written assurances, in substance and form satisfactory to ATS, that (i) the proposed disposition does not require registration of the Securities under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (viii) it the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Securities under any state blue sky laws or regulations. (f) Subscriber has received information concerning the Company been furnished with, and has had access to, such information as each Subscriber considers necessary or appropriate for deciding whether to invest in the Securities, and each Subscriber has had an opportunity to obtain additional information as desired ask questions and receive answers from ATS regarding the terms and conditions of the issuance of the Securities. (g) Subscriber is aware that Subscriber's investment in order ATS is a speculative investment that has limited liquidity and is subject to evaluate the merits risk of complete loss. Subscriber is able, without impairing Subscriber's financial condition, to hold the Securities for an indefinite period and risks inherent to suffer a complete loss of Subscriber's investment in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legend: "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERSecurities."

Securities Representation. The Investor acknowledges that: In connection with the issuance and acquisition of the Initial Warrant Stock and the Contingent Warrant Stock contemplated by Section 3 hereof (ithe "Securities"), Seller and each Selling Shareholder (collectively, "Subscriber") it hereby further represents and warrants to ATS as follows: (a) Subscriber is not a United States Person (as defined in an "accredited investor" within the meaning of Rule 501 of Regulation S D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Subscriber has not been organized solely for the purpose of acquiring the Securities. (b) andSubscriber is acquiring and will hold the Securities for investment for account only and not with a view to, or for resale in determining to enter into this Agreementconnection with, purchase any "distribution" thereof within the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under meaning of the Securities Act); . (iiic) it has such knowledge and experience in financial and business matters Subscriber understands that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, (iv) the Purchased Shares being delivered by the Company to the Investor Securities have not been registered under the Securities Act or under by reason of a specific exemption therefrom and that the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares Securities must be held by indefinitely, unless they are subsequently registered under the Investor indefinitely unless subsequently so registered Securities Act or if Subscriber obtains an exemption from opinion of counsel, in form and substance satisfactory to ATS and its counsel, that such registration is available; not required. Subscriber further acknowledges and understands that ATS is under no obligation to register the Securities. (d) Subscriber is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject only to the satisfaction of certain conditions. Subscriber acknowledges and understands that the conditions for resale set forth in Rule 144 may not have been satisfied and that ATS is not obligated to satisfy these conditions in the foreseeable future. (e) Subscriber will not sell, transfer or otherwise dispose of the Securities in violation of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules promulgated thereunder, including Rule 144 under the Securities Act. Subscriber agrees not to dispose of the Securities unless and until Subscriber has provided ATS with written assurances, in substance and form satisfactory to ATS, that (i) the proposed disposition does not require registration of the Securities under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (viii) it the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Securities under any state blue sky laws or regulations. (f) Subscriber has received information concerning the Company been furnished with, and has had access to, such information as each Subscriber considers necessary or appropriate for deciding whether to invest in the Securities, and each Subscriber has had an opportunity to obtain additional information as desired ask questions and receive answers from ATS regarding the terms and conditions of the issuance of the Securities. (g) Subscriber is aware that Subscriber's investment in order ATS is a speculative investment that has limited liquidity and is subject to evaluate the merits risk of complete loss. Subscriber is able, without impairing Subscriber's financial condition, to hold the Securities for an indefinite period and risks inherent to suffer a complete loss of Subscriber's investment in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legend: "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERSecurities."

Securities Representation. The Investor acknowledges that: (i) The Common Shares to be delivered to Stockholders will not be registered under federal or state securities laws, but rather, issued pursuant to an exemption therefrom. Each Stockholder is acquiring the Common Shares to be issued to it without a view to any distribution or resale thereof, other than a resale that, in the opinion of Stockholders' counsel, which opinion is not a United States Person satisfactory to Parent, may be made without violating the registration provisions of the Securities Act of 1933, as amended (as defined in Regulation S the "Securities Act"), or applicable state securities laws. The Common Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act) and, in determining to enter into this Agreement, purchase the Purchased Shares Act and perform its obligations hereunder, has made its decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or and therefore must be held indefinitely unless they are subsequently registered under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws Securities Act or an exemption therefrom; (v) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and . (viii) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees Each Stockholder understands that the share certificate(s) which the Investor receives from the Company there shall be legended with endorsed on the following legendcertificate evidencing the Common Shares issued pursuant to this Agreement a legend substantially similar to the following: "THE SECURITIES SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "1933 ACT") ), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE "RESTRICTED SECURITIES" AS DEFINED BY RULE 144 UNDER THE 1933 ACT. THE SHARES MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERREGISTERING THE SHARES UNDER THE 1933 ACT, OR IN LIEU THEREOF, AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE ISSUER OF THE SHARES, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

Securities Representation. The Investor acknowledges that: (i) it Such Contributor receiving ER Units in exchange for his or its MGS Units is acquiring such ER Units for his or its own account and not with a United States Person (as defined view to, or for offer of resale in Regulation S under connection with, a distribution thereof, within the meaning of the Securities Act) and, in determining to enter into this Agreement, purchase the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) . Such Contributor acknowledges that he or it is an accredited investor (as defined able to fend for himself or itself, can bear the economic risk of his or its investment in Rule 501 under the Securities Act); (iii) it ER Units, and has such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of investing an investment in the Company as contemplated hereby orER Units. In acquiring the ER Units, alternativelysuch Contributor is not offering or selling, and will not offer or sell, for himself or itself or ER Pipeline in connection with any distribution of the ER Units, and such Contributor does not have a participation and will not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities laws. Further, such Contributor understands that such ER Units will not have been registered pursuant to the Securities Act or any applicable state securities laws, that it has engaged the services ER Units will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the ER Units cannot be sold or otherwise disposed of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered without registration under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) . In this connection, such Contributor represents that he or it is familiar with Rule 144 promulgated under the Purchased Shares must be held Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Investor indefinitely unless subsequently so registered Securities Act. Stop transfer instructions may be issued to the transfer agent for securities of ER Pipeline (or if an exemption from such registration is available; and (via notation may be made in the appropriate records of ER Pipeline) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended connection with the ER Units issued hereunder. It is agreed and understood by such Contributor that, should any certificate be issued representing any of the ER Units, each such certificate shall conspicuously set forth on the face or back thereof, in addition to any legends required by Legal Requirement or other agreement, a legend in substantially the following legendform: "THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER PURSUANT TO THE SECURITIES ACT OF 1933 (THE "ACT") AND 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH UNITS MAY NOT BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED, EXCEPT TRANSFERRED UNLESS THEY ARE FIRST REGISTERED PURSUANT TO AN EXEMPTION FROM THAT ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS EAGLE ROCK PIPELINE, LP RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERIS NOT REQUIRED."

Securities Representation. The Investor acknowledges that: In connection with the issuance and acquisition of the Closing Stock contemplated by Section 3 hereof (ithe "Securities "), Provider and each Principal (collectively, "Subscriber ") it is not a United States Person hereby further represents and warrants to ATS as follows: (as defined in Regulation S under the Securities Acta) and, in determining to enter into this Agreement, purchase the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iii) it Subscriber has such knowledge and experience in financial and business matters that it Subscriber is capable of evaluating the merits and risks of investing the prospective investment, within the meaning of Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the " Securities Act "). Subscriber has not been organized solely for the purpose of acquiring the Securities. (b) Subscriber is acquiring and will hold the Securities for investment for account only and not with a view to, or for resale in connection with, any "distribution" thereof within the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks meaning of the proposed investment and who Securities Act. (c) Subscriber understands that the Securities has reviewed the proposed investment on its behalf, (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under by reason of a specific exemption therefrom and that the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares Securities must be held by indefinitely, unless they are subsequently registered under the Investor indefinitely unless subsequently so registered Securities Act or if Subscriber obtains an exemption from opinion of counsel, in form and substance satisfactory to ATS and its counsel, that such registration is available; not required. Subscriber further acknowledges and understands that ATS is under no obligation to register the Securities. (d) Subscriber is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject only to the satisfaction of certain conditions. Subscriber acknowledges and understands that the conditions for resale set forth in Rule 144 may not have been satisfied and that ATS is not obligated to satisfy these conditions in the foreseeable future. (e) Subscriber will not sell, transfer or otherwise dispose of the Securities in violation of the Securities Act, the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or the rules promulgated thereunder, including Rule 144 under the Securities Act. Subscriber agrees not to dispose of the Securities unless and until Subscriber has provided ATS with written assurances, in substance and form satisfactory to ATS, that (i) the proposed disposition does not require registration of the Securities under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (viii) it the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Securities under any state blue sky laws or regulations. (f) Subscriber has received information concerning the Company been furnished with, and has had access to, such information as each Subscriber considers necessary or appropriate for deciding whether to invest in the Securities, and each Subscriber has had an opportunity to obtain additional information as desired ask questions and receive answers from ATS regarding the terms and conditions of the issuance of the Securities. (g) Subscriber is aware that Subscriber's investment in order ATS is a speculative investment that has limited liquidity and is subject to evaluate the merits risk of complete loss. Subscriber is able, without impairing Subscriber's financial condition, to hold the Securities for an indefinite period and risks inherent to suffer a complete loss of Subscriber's investment in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legend: "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERSecurities."

Securities Representation. The Each of HTL and the Investor acknowledges that: (i) it is not a United States Person (as defined in Regulation S under the Securities Act) and, in determining to enter into this Agreement, purchase the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iiiii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, ; (iviii) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (viv) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (viv) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legendlegends: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), AND MAY NOT NO TRANSFER OR OTHER DISTRIBUTION THEREOF CAN BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERFOR THE SHARES UNDER THE ACT, OR AN OPINION OF COUNSEL PRESENTED AND SATISFACTORY TO THE COMPANY AND ITS COUNSEL PRIOR TO THE PROPOSED TRANSACTION THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS." AND "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING SET FORTH IN A SHAREHOLDERS AGREEMENT DATED AS OF _________, 19__. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY UPON REQUEST."

Securities Representation. The Investor acknowledges that: In connection with the issuance and acquisition of the Additional Consideration Stock contemplated by Section 7.6 hereof, each Selling Member hereby further represents and warrants to ATS as follows: (ia) it Each Selling Member is not a United States Person (as defined in an "accredited investor" within the meaning of Rule 501 of Regulation S D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Each Selling Member has not been organized solely for the purpose of acquiring the Additional Consideration Stock. (b) andEach Selling Member is acquiring and will hold the Additional Consideration Stock for investment for each Selling Member's account only and not with a view to, or for resale in determining to enter into this Agreementconnection with, purchase any "distribution" thereof within the Purchased Shares and perform its obligations hereunder, has made its decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under meaning of the Securities Act); . (iiic) it Each Selling Member understands that the Additional Consideration Stock has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under by reason of a specific exemption therefrom and that the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares Additional Consideration Stock must be held by indefinitely, unless they are subsequently registered under the Investor indefinitely unless subsequently so registered Securities Act or if each Selling Member obtains an exemption from opinion of counsel, in form and substance satisfactory to ATS and its counsel, that such registration is available; not required. Each Selling Member further acknowledges and understands that ATS is under no obligation to register the Additional Consideration Stock. (d) Each Selling Member is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject only to the satisfaction of certain conditions. Each Selling Member acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that ATS has no plans to satisfy these conditions in the foreseeable future. (e) Each Selling Member will not sell, transfer or otherwise dispose of the Additional Consideration Stock in violation of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules promulgated thereunder, including Rule 144 under the Securities Act. Each Selling Member agrees that each Selling Member will not dispose of the Additional Consideration Stock unless and until each Selling Member has provided ATS with written assurances, in substance and form satisfactory to ATS, that (i) the proposed disposition does not require registration of the Additional Consideration Stock under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (viii) it the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Additional Consideration Stock under any state blue sky laws or regulations. (f) Each Selling Member has received information concerning the Company been furnished with, and has had access to, such information as each Selling Member considers necessary or appropriate for deciding whether to invest in the Additional Consideration Stock, and each Selling Member has had an opportunity to obtain additional information as desired ask questions and receive answers from ATS regarding the terms and conditions of the issuance of the Additional Consideration Stock. (g) Each Selling Member is aware that each Selling Member's investment in order ATS is a speculative investment that has limited liquidity and is subject to evaluate the merits risk of complete loss. Each Selling Member is able, without impairing each Selling Member's financial condition, to hold the Additional Consideration Stock for an indefinite period and risks inherent to suffer a complete loss of each Selling Member's investment in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legend: "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDERAdditional Consideration Stock."

Securities Representation. The Investor acknowledges that: Seller hereby confirms that the Shares to be acquired by the Seller hereunder (isubject to the terms and conditions herein) it is will be acquired for investment for the Seller’s own account, not as a United States nominee or agent, and not with a view to the resale or distribution of any part thereof (other than pursuant to an effective registration statement or an available exemption therefrom), and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same (other than pursuant to an effective registration statement or an available exemption therefrom). The Seller further represents that the Seller does not presently have any contract, undertaking, agreement or arrangement with any Person (as defined in Regulation S to sell, transfer or grant participations to such Person or to any third Person, with respect to any of such securities. The Seller understands that the Shares to be acquired, subject to the terms and conditions herein, have not been, and until registered, will not be, registered under the Securities Act of 1933, as amended (the “Securities Act) and”), in determining by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to enter into this Agreementthese laws, purchase the Purchased Seller must hold the Shares indefinitely unless they are registered with the Securities and perform its obligations hereunderExchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Seller acknowledges that Company has made its decision outside no obligation to register or qualify the United States; (ii) securities for resale. The Seller understands that the Shares may, be notated with a customary Securities Act legend. The Seller represents that it is an accredited investor (as defined in Rule 501 501(a) of Regulation D promulgated under the Securities Act); (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, (iv) the Purchased Shares being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (vi) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company shall be legended with the following legend: "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER."

Securities Representation. The Each of HTL and the Investor acknowledges that: (i) it is not a United States Person person (as defined in Regulation S under the Securities Act) and, in determining to enter into this Agreement, make its purchase the Purchased Shares and perform its obligations hereunder, has made its buying decision outside the United States; (ii) it is an accredited investor (as defined in Rule 501 under the Securities Act); (iii) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Company as contemplated hereby or, alternatively, that it has engaged the services of a representative who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the proposed investment and who has reviewed the proposed investment on its behalf, ; (iv) the Purchased Shares (including shares of Common Stock into which shares of the Junior Preferred Stock may be converted) being delivered by the Company to the Investor have not been registered under the Securities Act or under the securities laws of any state in reliance upon Federal and state exemptions for offshore transactions or transactions not involving a public offering and are not being acquired with a view to the distribution thereof except pursuant to a registration statement in compliance with Federal and state securities laws or an exemption therefrom; (v) the Purchased Shares (including shares of Common Stock into which shares of the Junior Preferred Stock may be converted) and the Exchanged Shares must be held by the Investor indefinitely unless subsequently so registered or if an exemption from such registration is available; and (vi) it has received information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in holding the Purchased Shares (including shares of Common Stock into which shares of the Junior Preferred Stock may be converted) and the Exchanged Shares. The Investor agrees that the share certificate(s) which the Investor receives from the Company (including shares of Common Stock into which shares of the Junior Preferred Stock may be converted) shall be legended with the following legend: "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERREDTRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER."" The share certificate(s) of Junior Preferred Stock which the Investor receives from the Company shall also be legended with the following legend: