Common use of Securities Representations Clause in Contracts

Securities Representations. (a) The Seller is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands that the Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available. (f) A legend substantially in the following form will be placed on the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

Securities Representations. (a1) The Seller is an Owner and each of its partners (in the event of a distribution of the Partnership Units by Owner to its Partners) will acquire the Partnership Units and the common stock of the REIT issued pursuant to Section 8.6A of the Partnership Agreement (the "accredited investorUnderlying Shares" as defined in Rule 501(aor "Shares") under the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares. (b) The Seller is acquiring the Shares for its or his own account for investment only, and not with a view to, to or for sale in connection with, with any distribution of public distributions thereof within the Shares in violation meaning of the Securities ActAct of 1933, or any rule or regulation under as amended (the "Securities Act"), except that, upon exchange of Partnership Units for Underlying Shares, such Underlying Shares may be sold pursuant to the terms of the Registration Rights Agreement. (c2) The Seller has had adequate opportunity Owner and its partners believe they have sufficient knowledge and experience in financial and business matters to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned enable them to evaluate the merits and risks of investment in the Partnership Units and the Underlying Shares. Owner and each of its acquisition partners have the ability to bear the economic risk of acquiring the Partnership Units and the Underlying Shares. (d3) The Seller has sufficient expertise Owner and each of its partners have been furnished with, or had access to, information to which a reasonable investor would attach significance in business making investment decisions, and financial matters Owner and each of its partners have been furnished with copies of all other materials which they have requested and Owner and its partners have had a full opportunity to be able to evaluate ask questions of and receive answers from Highwoods and the risks involved in REIT or any person or persons acting on behalf of Highwoods or the REIT concerning terms and conditions of the acquisition of the Shares Partnership Units and to make an informed investment decision with respect to such acquisitionthe Underlying Shares. (e4) The Seller understands Owner and each of its partners hereby acknowledge that the Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; Partnership Units and the Underlying Shares canare not be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an any state securities laws and cannot be resold without registration thereunder or exemption therefrom. Owner and its partners agree that they will not transfer all or any portion of the Partnership Units or the Underlying Shares unless such transfer has been registered or is exempt from registration is then availableunder the Securities Act and any applicable state securities laws. Documents and/or certificates evidencing the Partnership Units and the Underlying Shares may, unless otherwise registered, contain a prominent legend with respect to the restrictions on transfer under the Securities Act and under applicable state securities laws. (f5) A legend substantially Owner and each partner thereof is an "accredited investor," as such term is defined in Regulation D promulgated under the following form will Securities Act. None of the representations in this subparagraph (aa) shall prevent Owner or its partners from exchanging Partnership Units for Shares or selling Shares pursuant to an effective registration or a valid exemption therefrom, except as may be placed limited by the Registration Rights Agreement. All representations and warranties of Owner contained in this Agreement shall be true, accurate and correct to Owner's actual knowledge as of the date hereof and Owner shall deliver to Highwoods at Closing a certificate certifying that they are still true, accurate and correct to the Owner's actual knowledge as of the date of Closing; provided, if any such representations or warranties are not true, accurate and correct to Owner's actual knowledge as of the date of Closing, Owner shall so state in said certificate and shall disclose the facts or circumstances which have caused such representation or warranty to no longer be true, accurate and correct. Except with respect to (and limited by) instances of Owner's fraud related to the procurement of this Agreement, the representations and warranties set forth in this Section 6.02 shall expire on that date which is twelve (12) months after the certificate(sdate of Closing unless (and only to the extent), on or before such date, Highwoods files a claim against Owner for breach of a representation or warranty in a court of competent jurisdiction. In the case of fraud, Highwoods shall have the right to bring a claim within any time allowed by any statute of limitations applicable to such fraud. Any such claim shall be limited to actual damages (including attorneys' fees and expenses and court costs) representing suffered by Highwoods. Notwithstanding the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933foregoing, AS AMENDEDHighwoods shall have no claim against Owner (i) for any representation or warranty which was untrue, AND MAY NOT BE SOLDinaccurate or incorrect when made by Owner if the facts or circumstances which caused such representation or warranty to be untrue, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDinaccurate or incorrect were disclosed to Highwoods or were discovered or became known to Highwoods prior to Closing and Highwoods nevertheless closed the acquisition of the Property and paid the Consideration to Owner; or (ii) unless said damages suffered by Highwoods because of such untrue, inaccurate or incorrect representation or warranty exceeds One Hundred Thousand and no/100 Dollars ($100,000.00), in which case Highwoods shall be entitled to file a claim for all actual damages suffered by Highwoods including the said $100,000.00 threshold amount."

Securities Representations. (a) The Seller Such Purchaser is (i) an "accredited investor" as that term is defined in Rule 501(a) 501 promulgated under the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose (ii) knowledgeable, sophisticated and experienced in financial and business matters as to be capable of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate evaluating the merits and risks of its acquisition investment in the Securities, (iii) capable of bearing the economic risk of such investments, including a complete loss of its investment in the Securities, and (iv) able, by reason of the Sharesbusiness and financial experience of its officers, partners, and, employees and agents and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents) to protect its own interests in connection with the transactions described in this agreement and the related documents. (b) Such Purchaser is acquiring the Securities for its own account and not with a view towards the public sale or distribution of such Securities, unless such public sale or distribution is properly registered under the Securities Act or exempt from the registration requirements thereof. (c) Such Purchaser understands that the Securities are being offered and sold to it pursuant to and a reliance upon certain exemptions from the registration requirements of the Securities Act and applicable state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representation, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition Such Purchaser understands that any subsequent offer or sale of the Shares securities by the Purchaser must be registered under the Securities Act and to make an informed investment decision with respect to such acquisitionapplicable state, securities laws or exempt from the registration requirements thereof. (e) The Seller understands that Company has furnished or otherwise made available to such Purchaser or its agents, all documents, information and materials relating to the Shares business, affairs, operations or condition of the Company and to this transaction which have not been registered under requested by or on behalf of such Purchaser. In addition, such Purchaser and its agents have been given the opportunity to ask questions of, and to receive the answers from, the Company concerning its business, affairs, operations and conditions, as well as the terms and conditions of the Securities Act and are "restricted securities" within other related matters, and has received complete and satisfactory answers to all such inquiries. In evaluating the meaning suitability of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available. (f) A legend substantially investment in the following form will be placed Securities, the Purchaser has not relied upon any representations or other information (whether oral or written) made by or on behalf of the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDCompany other than as expressly set forth in this Agreement."

Securities Representations. (aA) The Seller is an "accredited investor" as defined in Rule 501(a) Buyer understands that the Purchase Securities are not registered under the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule applicable state securities laws, and are being issued pursuant to exemptions from such laws, and that each Seller’s and the Company’s reliance upon such exemptions is predicated in part on the Buyer’s representations contained herein. Buyer acknowledges that Sellers and the Company are relying in part upon Buyer’s representations and warranties contained herein for the purpose of qualifying the issuance of the Purchase Securities for applicable exemptions from registration or regulation under the Securities Actqualification pursuant to federal or state securities laws, rules and regulations. (cB) The Seller has had adequate opportunity to obtain from representatives of Buyer realizes that (1) the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands that the Shares Purchase Securities have not been registered under the Securities Act and Act, are "restricted securities" within the meaning of Rule 144 characterized under the Securities Act; and the Shares Act as “restricted securities” and, therefore, cannot be sold, sold or transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from such registration is then available, and (2) there is presently no public market for the Purchase Securities and Buyer would most likely not be able to liquidate its investment in the event of an emergency or to pledge the Purchase Securities as collateral security for loans. (fC) A legend substantially Buyer is acquiring the Purchase Securities for its own accounts and not with a view to or for sale in connection with any distribution or resale thereof and does not presently have any contract, agreement or arrangement with any Person to sell or transfer such Securities. (D) Buyer, either alone or with the assistance of professional advisors, is a sophisticated investor, can fend for itself in the following form will be placed transactions contemplated by this Agreement, and has such knowledge and experience in financial and business matters that Buyer can evaluate the merits and risks of the prospective investment in the Purchase Securities. (E) Except for the representations specifically set forth in this Agreement by Sellers and the Company, Buyer Parties acknowledge that no officer or other representative of Sellers or the Company, nor any other person or entity has made any representations of any kind or nature to induce Buyer Parties to enter into this Agreement or any other Transaction Document and that Buyer Parties are relying solely on the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDrepresentations in this Agreement."

Securities Representations. (a) The Seller is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act. The ”, and each member of Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Sharesis an accredited investor. (b) The Seller is acquiring understands that the Shares, the Warrant and the Exercise Shares for its own account for investment only, are “restricted securities” and not with a view to, or for that the sale in connection with, any distribution of the Shares in violation of and the Securities Act, or any rule or regulation Warrant to Seller has not been registered under the Securities Act. (c) The Seller is acquiring the Shares and the Warrant for its own account for investment only, has had adequate opportunity to obtain from representatives no present intention of distributing the Shares or the Warrant and has no arrangement or understanding with any other person regarding the distribution of the Buyer such information about Shares or the Buyer as is necessary for Warrant (this representation and warranty not limiting Seller’s right to sell the undersigned Shares pursuant to evaluate an effective registration statement under the merits and risks of its acquisition of Act or the SharesShares or the Warrant otherwise in accordance with an exemption from registration under the Securities Act). (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands recognizes that the Shares have not been registered under Shares, the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; Warrant and the Exercise Shares cannot be sold, transferred or otherwise disposed of resold unless they are subsequently registered under the Securities Act or an exemption from such registration is then available. (fe) A legend substantially in Seller understands and agrees that the Warrant and all certificates evidencing the Shares to be issued to Seller and that the Exercise Shares will bear the following form will be placed on the certificate(s) representing the Shareslegend: "THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, TRANSFERRED OFFERED FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS OR, IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION TO THE EFFECT COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED."

Securities Representations. (ai) The Seller is an "accredited investor" as defined in Rule 501(a) under Member recognizes that the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution membership interests of the Shares in violation of the Securities ActCompany and any shares of common stock of TRxADE HEALTH, or any rule or regulation under Inc. which may be contributed to the Securities Act. (c) The Seller has had adequate opportunity Company pursuant to obtain from representatives the terms of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved earnout set forth in the acquisition of Operating Agreement (collectively, the Shares and to make an informed investment decision with respect to such acquisition. (e“Securities”) The Seller understands that the Shares have not been registered under the Securities Act and are "restricted securities" within of 1933, as amended (the meaning of Rule 144 “1933 Act,” or the “Act”), nor under the Securities Act; and the Shares securities laws of any state and, therefore, cannot be sold, transferred or otherwise disposed resold unless the resale of unless they are subsequently the Securities is registered under the Securities 1933 Act or unless an exemption from registration is then available.. Member/Company may not sell the Securities without registering them under the 1933 Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale. Neither Trxade Health/Company is under any obligation to register such Securities under the 1933 Act or under any state “Blue Sky” laws prior to or subsequent to their issuance; (fii) A legend substantially Member is an “accredited investor” as such term is defined under Rule 501 of the Act; (iii) Member has such knowledge and experience in financial and business matters such that Member is capable of evaluating the merits and risks of an investment in the following form Securities and of making an informed investment decision, and does not require a representative in evaluating the merits and risks of an investment in the Securities; (iv) Member recognizes that an investment in the Securities is a speculative venture and that the total amount of consideration tendered in connection with the Securities is placed at the risk of the business and may be completely lost. The ownership of the Securities as an investment involves special risks; (v) Member confirms and represents that it is able (i) to bear the economic risk of the Securities, (ii) to hold the Securities (to the extent acquired by the Member) for an indefinite period of time, and (iii) to afford a complete loss of the Securities. Member also represents that it has (i) adequate means of providing for its current needs and possible personal contingencies, and (ii) has no need for liquidity in the Securities; (vi) Member has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, have determined that the Securities are a suitable investment for it; (vii) Trxade Health/Company is under no obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Securities, and Member is solely responsible for determining the status, in its hands, of the Securities acquired (to the extent acquired by the Member) and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Securities; (viii) The Member is acquiring the Securities (to the extent acquired) for its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require its sale or distribution of the Securities; and (ix) Member understands and agrees that a legend has been or will be placed on the any certificate(s) representing or other document(s) evidencing the SharesSecurities in substantially the following form: "“THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF IN 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION TO THE EFFECT CORPORATION, THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER ANY SUCH ACTS."”

Securities Representations. (a) The Seller is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares.Each Member confirms and acknowledges to Pubco that: (bi) The Seller is Such Member will be acquiring the Shares and any shares of common stock issuable upon conversion thereof (collectively, the “Securities”) for its own account account, for investment only, purposes only and not with a view to, or for sale in connection with, any distribution of the Shares a distribution, as that term is used in violation Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), in a manner which would require registration under the Securities Act or any rule or regulation state securities laws. Each Member can bear the economic risk of investment in the Securities, has knowledge and experience in financial business matters, is capable of managing the risk of investment in the Securities, and is an “accredited investor” as defined in Regulation D under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands . Each Member recognizes that the Shares Securities have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 Act, nor under the Securities Act; and the Shares securities laws of any state, and, therefore, cannot be sold, transferred or otherwise disposed resold unless the resale of unless they are subsequently the Securities is registered under the Securities Act or unless an exemption from registration is then available.. Each Member has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax, and financial advisors the suitability of an investment in the Securities for its particular tax and financial situation and its respective advisers if such advisors were deemed necessary, have determined that the Securities are a suitable investment for it. Each Member has not been offered the Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices, or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to such Member’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Each Member has had an opportunity to ask questions of and receive satisfactory answers from Pubco, or persons acting on behalf of Pubco, concerning the terms and conditions of the Securities and Pubco, and all such questions have been answered to the full satisfaction of such Member. Neither Pubco nor any other party has supplied any Member any information regarding the Securities or an investment in the Securities other than as contained in this Agreement, and each Member is relying on its own investigation and evaluation of Pubco and the Securities and not on any other information; (fii) A legend substantially Each Member (A) is aware of, has received and had an opportunity to review (i) Pubco’s Annual Report on Form 10-K for the year ended December 31, 2023; (ii) Pubco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and (iii) Pubco’s current reports on Form 8-K from January 1, 2024, to the date of such Member’s entry into this Agreement (which filings can be accessed by going to hxxxx://xxx.xxx.xxx/xxxxx/searchedgar/companysearch.html, typing “Reliant Holdings” in the following form will “Company name” field, and clicking the “Search” button), in each case (i) through (ii), including the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of Pubco. Each Member acknowledges that due to its receipt of and review of the information described above, it has received similar information as would be placed on included in a Registration Statement filed under the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."Securities Act and

Securities Representations. (a1) The Except for any distribution of the Shares to its members and any Member's sale pursuant to registration under Section 18, the Seller will hold the Shares for its own account for investment purposes only, and not with a view to, or for resale in connection with, any distribution of all or any part thereof, except in compliance with applicable federal or state securities laws. (2) Seller understands that (A) the Shares (1) have not been registered under the Securities Act or any state securities laws, (2) will be issued in reliance upon exemptions from registration under the Securities Act and applicable state securities laws for an offer and sale of securities not involving a public offering, and(3) may not be sold, transferred or otherwise disposed of without satisfaction of certain conditions, including registration under, or the availability of any exemption from registration under the Securities Act and applicable state securities laws, and (B) Seller must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. Seller further understands that such exemptions depend upon, among other things, the nature of the investment intent of Seller expressed herein. (3) Seller has been furnished by Buyer and Energen all information (or provided access to all information) regarding the business and financial condition of Energen, the attributes of the Shares and the merits and risks of an investment in the Shares which Seller has requested to evaluate an investment in the Shares. Specifically, Seller acknowledges that Seller has had an opportunity to review Energen's Annual Report on Form 10-K for the year ended September 30, 2001 and Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 and the other SEC Documents (as defined in Section 5(i)). (4) Seller is an "accredited investor" as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Seller has not been organized, reorganized and Seller, or recapitalized specifically for those persons retained by Seller, have knowledge, skill and experience in financial, business and investment matters relating to an investment of the purpose of acquiring the Shares. (b) The Seller is acquiring same nature as the Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution are capable of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate evaluating the merits and risks of its acquisition of such investment and protecting Seller in connection with the purchase and an investment in the Shares. Seller has, to the extent deemed necessary, retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of an investment in the Shares. Seller has examined the SEC Documents, or caused the same to be examined, by its representatives to the extent it deems necessary or appropriate. Seller has not received any legal, business, tax or other advice from Energen, its counsel or other representatives. (d5) No person or entity, other than Energen, has been authorized to give any information or to make any representations on behalf of Energen in connection with the purchase, and if given or made, such information or representations have not been relied upon by Seller as having been made or authorized by Energen. The only representations, warranties and information made by Energen in connection with the purchase are those contained in this Agreement and the SEC Documents. (6) Energen has provided Seller has sufficient expertise in business the opportunity to ask questions of, and financial matters to be able to evaluate receive answers from, Energen and Buyer and their respective officers and directors concerning the risks involved in the acquisition of purchase and the Shares and to make an informed obtain any appropriate additional information necessary to the investment decision being made by Seller in connection with respect to such acquisition. (e) The Seller understands that the Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; Purchase and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then availableShares. (f) A legend substantially in the following form will be placed on the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

Securities Representations. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Issuer as of the Closing Date that: (a) The Seller It is either (i) a Qualified Institutional Buyer, (ii) an "accredited investor" Institutional Accredited Investor or (iii) a non-U.S. Person (as such term is defined in Rule 501(a) Regulation S under the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares.); (b) The Seller It is acquiring the Shares Notes for its own account account, for investment only, purposes only and not with a view to, or for sale in connection with, to any distribution of the Shares in violation of thereof that would not otherwise comply with the Securities Act, or any rule or regulation under the Securities Act.; (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. It (di) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands that the Shares Notes have not been registered under the Securities Act and the Notes are "restricted securities" within being issued by the meaning Issuer in transactions exempt from the registration requirements of Rule 144 under the Securities Act; Act and (ii) agrees that all or any part of the Shares canNotes may not be sold, transferred offered or otherwise disposed of unless they are subsequently registered sold except pursuant to effective registration statements under the Securities Act or an pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable state laws; (d) It understands that the exemption from registration is then available.afforded by Rule 144 (the provisions of which are known to such Initial Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for resales only in limited amounts; (e) Except as disclosed to the Obligors, it did not employ any broker or finder in connection with the Transaction and no commissions, fees or other compensation are payable by the Initial Purchasers to any such broker or finder; and (f) A legend substantially It has been furnished with or has had access to the information it has requested from the Obligors, has sufficient knowledge and experience in financial and business matters and is capable of evaluating the following form will be placed on merits and risks of investing in, and is able and prepared to bear the certificate(s) representing economic risk of having invested in, the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDNotes."

Securities Representations. (ai) the Parent is a reporting issuer under Applicable Securities Legislation in at least one of the Reporting Jurisdictions and its Common Shares are listed for trading on the TSX; (ii) the Parent has complied and will comply with all Applicable Laws and regulations, including Applicable Securities Legislation, including the TSX Rules in connection with the issuance of the Lender Warrants; (iii) No order or ruling suspending the sale or ceasing the trading in any securities of the Parent has been issued (and has not been revoked or otherwise expired) by any securities regulatory authority or, to the best knowledge of the Credit Parties, is pending, contemplated or threatened by any securities regulatory authority. (iv) the Parent is not in default of any Applicable Securities Legislation or the TSX Rules nor is it included in a list of defaulting reporting issuers maintained by any securities commissions where the Parent is a reporting issuer or other securities regulatory authorities in the provinces and territories of Canada; (v) no order ceasing, halting or suspending trading nor prohibiting the sale of Common Shares has been issued to and is outstanding against the Parent or its Directors, officers or promoters and, to the best of the Parent’s knowledge, no investigation or proceedings for such purposes are pending or threatened; (vi) the Parent has complied in all material respects with all of the requirements of National Instrument 43-101, including without limitation, with respect to the preparation and filing of any technical reports; (vii) upon delivery, the Lender Warrants are duly and validly created, authorized and issued. The Seller Common Shares to be issued to the Lender upon the exercise of the Lender Warrants are and will be duly and validly authorized and reserved for issuance to the Lender, and upon the exercise of the Lender Warrants, such Common Shares will be duly authorized, validly issued as fully paid and non-assessable shares in the capital of the Parent, and the Lender will be the legal and registered owner of such Common Shares and will have good title thereto free and clear of all Liens arising by, through or under the Parent or its Subsidiaries. The Lender Warrants and Common Shares have been or will be, as applicable, offered, issued, sold and delivered to the Lender in compliance with all Applicable Securities Legislation; and (viii) the first trade of the Lender Warrants or the Common Shares acquired upon the exercise thereof by the holder thereof will be exempt from the prospectus requirements of the Applicable Securities Legislation provided that: (A) the Parent is an "accredited investor" and has been a reporting issuer in a jurisdiction of Canada for at least four months immediately preceding the date of such trade; (B) at least four months have elapsed from the distribution date (as defined in Rule 501(aNational Instrument 45-102) under of the Securities Act. The Seller has Lender Warrants; (C) certificates representing the Lender Warrants issued on or within four months after the Effective Date, were issued with a legend stating the prescribed restricted period in accordance with Section 2.5 of National Instrument 45-102; (D) such trade is not been organized, reorganized a control distribution as defined in National Instrument 45-102; (E) no unusual effort is made to prepare the market or recapitalized specifically to create a demand for the purpose securities that are the subject of acquiring the Shares.trade; (bF) The Seller no extraordinary commission or consideration is acquiring paid to a Person in respect of such trade; and (G) if the Shares for its own account for investment only, and not with a view to, selling security holder is an insider or for sale in connection with, any distribution officer of the Shares in violation of Parent, the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller selling security holder has had adequate opportunity no reasonable grounds to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands believe that the Shares have not been registered under the Parent is in default of any Applicable Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then availableLegislation. (f) A legend substantially in the following form will be placed on the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

Securities Representations. Such Contributing Stockholder hereby acknowledges the following: (a) (i) The Seller Company Shares have not been registered under the Securities Act, nor qualified under the securities laws of any other jurisdiction, (ii) the Company Shares cannot be resold unless they subsequently are registered under the Securities Act and qualified under applicable state securities laws, unless the Company determines that exemptions from such registration and qualification requirements are available, and (iii) such Contributing Stockholder has no right to require such registration or qualification except as provided in the Registration Rights Agreement (or the agreement which it amends); (b) The Company Shares to be acquired by the Contributing Stockholders pursuant to this Agreement will be acquired for such Contributing Stockholder’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 Company Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (c) Each Contributing Stockholder is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. The Seller Each Contributing Stockholder has not been organizedsubstantial knowledge and experience in financial and business matters, reorganized or recapitalized specifically for the purpose has specific experience making investment decisions of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment onlya similar nature, and not with is capable, without the use of a view tofinancial advisor, or for sale of utilizing and analyzing the information made available in connection with, any distribution with the acquisition of the Company Shares in violation and of the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate evaluating the merits and risks of its acquisition of an investment in the Company Shares.; (d) The Seller Each Contributing Stockholder has sufficient expertise in business carefully reviewed and financial matters to be able to evaluate understands the risks involved of, and other considerations relating to, an investment in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition.Company Shares; (e) The Seller Each Contributing Stockholder understands that its investment in the Company Shares is subject to significant economic risk, including the relative illiquidity resulting from the fact that the Company Shares (i) have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares and, therefore, cannot be sold, transferred or otherwise disposed of sold unless they are subsequently registered under the Securities Act or they are sold pursuant to an exemption from registration such registration, and (ii) are subject to additional restrictions as provided herein. Such Contributing Stockholder is then available.able to bear such economic risk of the investment in the Company Shares for an indefinite period of time; (f) A legend substantially Each Contributing Stockholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Company Shares and has had full access to such other information concerning the Company as it has requested; and (g) No Contributing Stockholder has received or is relying upon any written offering literature or prospectus other than this Agreement. Further, no Contributing Stockholder has received or is relying upon any oral representations which are in any manner inconsistent with the following form will be placed on the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDwritten information contained in this Agreement."

Securities Representations. (a) The Seller is an and the Stockholder or "accredited investorinvestors" as defined in Rule 501(a) under within the meaning of the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution Each of the Shares Seller and the Stockholder has knowledge and experience in violation financial and business matters such that it is capable of the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate evaluating the merits and risks of its acquisition the investment in the Common Stock issued to the Seller in the name of the Shares. (d) The Seller has sufficient expertise in business Stockholder by the Buyer pursuant to this Agreement and financial matters to be is financially able to evaluate undertake the risks involved in the acquisition of the Shares and to make such an informed investment decision with respect to such acquisition. (e) investment. The Seller and the Stockholder further understands that (i) the Shares shares of Common Stock issued pursuant to this Agreement have not been registered under the Securities Act, or any state securities law by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) and are "restricted securities" within the meaning of Rule 144 Regulation D promulgated thereunder and an exemption under the Securities Act; applicable state securities law and (ii) such shares must be held indefinitely unless a registration statement covering the Shares cannot be sold, transferred or otherwise disposed resale of unless they are subsequently registered such shares is effective under the Securities Act and such state law or unless an exemption from registration under the Securities Act and such state law is then available. (fb) A legend substantially The Buyer has granted the Seller and the Stockholder and their attorneys or other representatives access to all information about the Buyer which the Seller and the Stockholder have requested; and the Seller and its attorneys or other representatives have had the opportunity to ask questions of, and receive answers from, representatives of the Buyer concerning such information and the Buyer's financial condition and prospects. (c) The principal office of the Seller and the place at which the decision by the Seller and the Stockholder to participate in this Agreement and the following form will be placed on transactions contemplated hereby was made is located at the certificate(s) representing address appearing next to the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDSeller's and the Stockholders' names in Section 10 hereof."

Securities Representations. Purchaser hereby represents and warrants that: (a) The Seller is an "accredited investor" Purchaser acknowledges and agrees that the Shares are characterized as defined in “restricted securities” under applicable U.S. federal and state securities laws, including Rule 501(a144 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and that pursuant to these laws, Purchaser must hold the Shares indefinitely unless subsequently registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Seller has not been organized, reorganized Neither the Company nor any other person is under any obligation to register the Shares under the Securities Act or recapitalized specifically for the purpose of acquiring the Sharesotherwise. (b) The Seller Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares. It is further understood that any stock certificates to be issued pursuant to the terms of this Agreement may bear one or more legends restricting the transfer of the Shares or as otherwise required by applicable Law. (c) Purchaser is acquiring the Shares for its Purchaser’s own account for investment only, only and not with a view to, towards the public sale or distribution thereof and not with a view to or for sale in connection with, with any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Actthereof. (cd) The Seller Except as set forth in this Agreement, no representations or warranties have been made to Purchaser by the Company or Owner or any Affiliate thereof. Purchaser has had adequate opportunity to obtain from representatives been solely responsible for Purchaser’s own due diligence investigation of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate Company and Purchaser’s analysis of the merits and risks of the investment made pursuant to this Agreement, and is not relying on anyone else’s analysis or investigation of the Company, its acquisition business or the merits and risks of the Shares. (d) The Seller . Purchaser has sufficient expertise in business and financial matters obtained, to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision extent Purchaser deems necessary, Purchaser’s own professional advice with respect to such acquisition. (e) The Seller understands that the risks inherent in the investment in the Shares, the condition of the Company and the suitability of the investment in the Shares have not been registered under in light of the Securities Act Company’s financial condition and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then availableinvestment needs. (f) A legend substantially in the following form will be placed on the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

Securities Representations. (a) The Seller is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically shares of common stock of Acquisition are being acquired for the purpose account of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment only, Shareholders and not with a view to, or for to sale in connection with, with any distribution of the Shares Acquisition common stock; (b) Each of the Shareholders is acquiring the Acquisition common stock hereunder without having received any form of general solicitation or general advertising; (c) Each of the Shareholders or his representative, if any, have been provided with, or given reasonable access to, full and fair disclosure of all material information concerning Acquisition; (d) Each of the Shareholders has a preexisting personal or business relationship with Acquisition or certain of its officers, directors or controlling persons, or by reason of its business or financial experience, each of the Shareholders could reasonably be assumed to have the capacity to represent his own interests in violation connection with this Agreement; (e) Each of the Shareholders understands and hereby acknowledges that the Acquisition common stock will be issued pursuant only to those restrictions imposed by and exemptions available pursuant to applicable federal and state laws and that the certificates to be issued in respect of the Acquisition common stock may bear a legend in a form satisfactory to counsel for Acquisition; in part, Acquisition's reliance upon such exemptions is based on the representations and warranties made by Shareholders in this Section 6.3; (f) Each of the Shareholders agrees that the certificates to be issued in respect of the Acquisition common stock may bear a legend in a form satisfactory to counsel for Acquisition reflecting the status of the Acquisition common stock as restricted securities under Rule 144(a)(3) promulgated under the Securities Act and acknowledges that the transfer agent or registrar for Acquisition may be instructed to restrict the transfer of the Acquisition common stock in accordance with such legend and any other restrictions provided in this Agreement; (g) Each of the Shareholders hereby agrees that he will not sell, transfer, hypothecate, pledge, assign or otherwise dispose of any of the Acquisition common stock, except pursuant to the terms of this Agreement and to a registration statement filed under the provisions of the Securities Act, a favorable no-action or any rule interpretive letter received from the Commission or regulation under an opinion of counsel satisfactory to Acquisition that such sale, transfer, hypothecation, pledge, assignment or other disposition will not violate the registration requirements of the Securities Act. (c) The Seller has had adequate opportunity , pursuant to obtain from representatives an opinion of counsel satisfactory to Acquisition that such sale, transfer, hypothecation, pledge, assignment or other disposition will not violate the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks registration requirements of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands that the Shares have not been registered under the Securities Act and does not in any way violate the terms of this Agreement; and (h) Each of the Shareholders hereby acknowledges that: (i) the shares of Acquisition common stock referred to herein are "restricted securities" within being acquired after adequate investigation of the meaning business plan and prospects of Rule 144 under Acquisition; (ii) that none of the Securities ActShareholders is relying upon the accuracy of any predictions as to the future prospects or developments of Acquisition or its business and is well informed as to the business of Acquisition and has reviewed its operations and financial statements; (iii) each of the Shareholders or his professional advisors have discussed the financial condition and business operations of Acquisition with the officers, directors and principal stockholders of Acquisition and has been afforded the opportunity to ask questions with respect thereto; and (iv) each of the Shares cannot Shareholders specifically acknowledges that the shares of Acquisition common stock are speculative and involve a very high degree of risk and that there can be soldno assurance that Acquisition will achieve its business objectives or, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then availablein particular, that it will ever have cash available for distribution to its stockholders. (f) A legend substantially in the following form will be placed on the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

Securities Representations. (a) The Seller is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares. (b) The Seller Each Contributor is acquiring the Shares Contributee Units for its own account for investment only, and not with a view to, or for sale offer of resale in connection with, a distribution thereof, within the meaning of the Securities Act. In acquiring the Contributee Units, such Contributor is not offering or selling, and will not offer or sell, for itself in connection with any distribution of the Shares Contributee Units, and such Contributor does not have a participation in violation and will not participate in any such undertaking or in any underwriting of the Securities Act, or any rule or regulation such an undertaking except in compliance with applicable federal and state securities Laws. Each Contributor is an “accredited investor” as such term is defined under Regulation D promulgated under the Securities Act. (c) The Seller . Additionally, each Contributor acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Contributee Units, and has had adequate opportunity such knowledge and experience in financial and business matters similar to obtain from representatives the transaction described herein such that it is capable of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate evaluating the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved an investment in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller Contributee Units. Further, each Contributor understands that the Shares such Contributee Units will not have not been registered under pursuant to the Securities Act and are "or any applicable state securities Laws, that the Contributee Units, when issued, will be characterized as “restricted securities" within ” under federal securities Laws, and that under such Laws and applicable regulations the meaning of Rule 144 under the Securities Act; and the Shares Contributee Units cannot be sold, transferred sold or otherwise disposed of unless they are subsequently registered without registration under the Securities Act or an exemption from registration therefrom. Each Contributor represents that it is then available. familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Stop transfer instructions may be issued to the transfer agent for securities of the Contributee (f) A legend substantially or a notation may be made in the following form will appropriate records of the Contributee) in connection with the Contributee Units issued hereunder. It is agreed and understood by each Contributor that, should any certificate be placed issued representing any of the Contributee Units, each such certificate shall conspicuously set forth on the certificate(s) representing face or back thereof, in addition to any legends required by applicable Law or other agreement, a legend in substantially the Sharesfollowing form: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH TRANSFERRED UNLESS THEY ARE FIRST REGISTERED PURSUANT TO THAT ACT AND APPLICABLE STATE SECURITIES LAWS OR AN UNLESS EAGLE ROCK ENERGY PARTNERS, L.P. RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. Each Contributor represents and acknowledges that Contributee is issuing the Contributee Units pursuant to an exemption from the registration requirements of the Securities Act based on the representations provided by such Contributor hereunder."

Securities Representations. In connection with the issuance and acquisition of Acquired Shares under this Agreement, GM hereby represents and warrants to the Company as follows: (a) The Seller GM is an "accredited investor" within the meaning of SEC Rule 501 of Regulation D, as defined presently in Rule 501(a) under the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shareseffect. (b) The Seller GM is acquiring and will hold the Acquired Shares for investment for its own account for investment only, only and not with a view to, or for sale resale in connection with, any distribution "distribution" thereof within the meaning of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller GM understands that the Acquired Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and are "restricted securities" within that the meaning of Rule 144 under the Securities Act; and the Acquired Shares cannot must be soldheld indefinitely, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or GM obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. GM further acknowledges and understands that the Company is under no obligation to register the Acquired Shares, except as the parties hereto may expressly agree in that certain Registration Rights Agreement of even date herewith attached hereto as Exhibit "B" or otherwise. ----------- (d) GM will not sell, transfer or otherwise dispose of the Acquired Shares in violation of the Securities Act, the Exchange Act, or the rules promulgated thereunder, including Rule 144 under the Securities Act. GM agrees that it will not dispose of the Acquired Shares unless and until it has complied with all requirements of this Agreement applicable to the disposition of Acquired Shares and it has provided the Company with written assurances, in substance and form satisfactory to the Company, that (1) the proposed disposition does not require registration of the Acquired Shares 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 is then availableavailable under the Securities Act (including Rule 144) has been taken and (2) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Acquired Shares under the securities laws of any state or the rules promulgated thereunder. (e) The Company, a wholly-owned subsidiary of IMPCO, formerly conducted its business as an operating segment of IMPCO known as the Automotive OEM Division. GM acknowledges and agrees that IMPCO's existing periodic filings pursuant to the Exchange Act historically discussed the Company as a separate segment of IMPCO and provided certain information about the business activities that are now being conducted by the Company. GM acknowledges that it has been furnished with, and has had access to, such information as it considers necessary or appropriate for deciding whether to invest in the Acquired Shares, and GM has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Acquired Shares. (f) A legend substantially GM is aware that its investment in the following form will be placed on Company is a speculative investment that has limited liquidity and is subject to the certificate(s) representing risk of complete loss. GM is able, without impairing its financial condition, to hold the Acquired Shares for an indefinite period and to suffer a complete loss of its investment in the Acquired Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

Securities Representations. (a) The Seller Shareholder is a resident of the Commonwealth of Virginia, and is an "accredited investor" as defined that term is in Rule 501(a) 501 of Regulation D under the Securities Act of 1933, as amended (the "1933 Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares"). (b) The Seller is acquiring Shareholder has read the Shares for its own account for investment onlySecurities Reports. Xxxxxx has made available to the Shareholder all documents that the Shareholder has requested relating to the Xxxxxx Shares, and not with a view to, or for sale in connection with, any distribution has provided answers to all of the Shareholder's questions concerning the Xxxxxx Shares. In addition, the Shareholder has had an opportunity to discuss the Xxxxxx Shares with representatives of Xxxxxx and to ask questions of them. Without limiting the foregoing, the Shareholder understands and acknowledges that neither Xxxxxx nor anyone acting on its behalf has made any representations or warranties other than those contained herein respecting Xxxxxx or the future conduct of Xxxxxx'x business or of Real-Tool's business, and the Shareholder has not relied upon any representations or warranties other than those contained herein in violation the belief that they were made on behalf of the Securities Act, or any rule or regulation under the Securities ActXxxxxx. (c) The Seller has had adequate opportunity to obtain from representatives Shareholder recognizes that receipt of the Buyer such information about Xxxxxx Shares involves certain risks, including without limitation those set forth in the Buyer as Registration Statement on the Form S-3 that is necessary for the undersigned to evaluate the merits and risks of its acquisition one of the SharesSecurities Reports and has sufficient knowledge to understand all such risks. (d) The Seller has sufficient expertise in business and financial matters Shareholder hereby agrees to be able to evaluate the risks involved not sell, or otherwise transfer, in the acquisition of the aggregate, more than fifty thousand (50,000) Xxxxxx Shares and to make an informed investment decision with respect to such acquisitionduring any calendar quarter. (e) The Seller understands that Shareholder is acquiring the Xxxxxx Shares have not been registered under to be issued to him without a view to any distribution or resale thereof, other than a distribution or resale that, in the Securities opinion of counsel, which opinion is satisfactory to Xxxxxx, may be made without violating the registration provisions of the 1933 Act and or applicable Virginia securities laws. The Xxxxxx Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act; 1933 Act and have not been registered under the Shares cannot 1933 Act and therefore must be sold, transferred or otherwise disposed of held indefinitely unless they are subsequently registered under the Securities 1933 Act or an exemption from registration is then available. (f) A The Shareholder understands that there shall be endorsed on the certificate evidencing the Xxxxxx Shares delivered contemporaneously herewith a legend substantially in similar to the following form will be placed on the certificate(s) representing the Sharesfollowing: "THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (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 SOLD, TRANSFERRED TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE SHARES UNDER SUCH ACT THE 1933 ACT, OR IN LIEU THEREOF, AN OPINION OF COUNSEL COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION ISSUER OF THE SHARES, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SAID ACTS."

Securities Representations. (a) The Seller is an "accredited investor" as defined Shares are being issued to the Stockholder in Rule 501(a) under reliance upon the Securities Actfollowing express representations and warranties of the Stockholder. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares.Stockholder represents and warrants that: (b) a. The Seller Stockholder is acquiring the Shares for investment for its own account for investment onlyaccount, not as a nominee or agent, and not with a view toto the sale or distribution of any part thereof, and the Stockholder has no present intention of selling, granting participation in, or for sale in connection withotherwise distributing the same. The Stockholder does not have any contract, any distribution of the Shares in violation of the Securities Actundertaking, agreement, or arrangement with any rule Person to sell, transfer or regulation under the Securities Act. (c) The Seller has had adequate opportunity grant participations to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned Person, or to evaluate the merits and risks of its acquisition any third party, with respect to any of the Shares. (d) b. The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller Stockholder understands that the Shares have not been registered under the Securities Act and are "restricted securities" within of 1933, as amended (the meaning of Rule 144 “Securities Act”) on the grounds that the issuance thereof is exempt from registration under the Securities Act, and that Cross Country’s reliance on such exemption is predicated in part on the representations set forth herein. c. The Stockholder (i) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of acquiring the Shares, (ii) is able to bear the economic risk of the investment in the Shares for an indefinite period, including a complete loss of capital, and (iii) has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, Representatives of Cross Country; (B) access to information about Cross Country and Country Country’s financial condition, results of operations, business and properties sufficient to enable it to evaluate its investment; and (C) the Shares cannot be sold, transferred opportunity to obtain such additional information that Cross Country possesses or otherwise disposed can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to such investment. d. Stockholder represents that it is an “accredited investor,” as defined under Regulation D of unless they are subsequently registered under the Securities Act or an exemption from registration is then available. (f) A legend substantially Act, has such knowledge and experience in financial and business matters as to be capable of evaluating the following form will be placed on the certificate(s) representing merits and risks of its purchase of the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDand has the ability to bear the economic risks of such purchase."

Securities Representations. The TMSF Stockholder hereby acknowledges the following: (ai) The Seller Corporation shares have not been registered under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder) (the “Securities Act”), nor qualified under the securities laws of any other jurisdiction, (ii) the Corporation shares cannot be resold unless they subsequently are registered under the Securities Act and qualified under applicable state securities laws, unless the Corporation determines that exemptions from such registration and qualification requirements are available, and (iii) such TMSF Stockholder has no right to require such registration or qualification; (ii) The Corporation shares to be acquired by the TMSF Stockholders pursuant to this Agreement will be acquired for such TMSF Stockholder’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 Corporation shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (iii) The TMSF Stockholder is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. The Seller Each TMSF Stockholder has not been organizedsubstantial knowledge and experience in financial and business matters, reorganized or recapitalized specifically for the purpose has specific experience making investment decisions of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment onlya similar nature, and not with is capable, without the use of a view tofinancial advisor, or for sale of utilizing and analyzing the information made available in connection with, any distribution with the acquisition of the Shares in violation Corporation shares and of the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate evaluating the merits and risks of its acquisition of an investment in the Shares.Corporation shares; (div) The Seller TMSF Stockholder has sufficient expertise in business carefully reviewed and financial matters to be able to evaluate understands the risks involved of, and other considerations relating to, an investment in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition.Corporation shares; (ev) The Seller TMSF Stockholder understands that its investment in the Shares Corporation shares is subject to significant economic risk, including the relative illiquidity resulting from the fact that the Corporation shares (i) have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares and, therefore, cannot be sold, transferred or otherwise disposed of sold unless they are subsequently registered under the Securities Act or they are sold pursuant to an exemption from registration such registration, and (ii) are subject to additional restrictions as provided herein. Such TMSF Stockholder is then available.able to bear such economic risk of the investment in the Corporation shares for an indefinite period of time; (fvi) A legend substantially The TMSF Stockholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Corporation shares and has had full access to such other information concerning the Corporation as it has requested; and (vii) The TMSF Stockholder has not received nor is he or she relying upon any written offering literature or prospectus other than this Agreement. Further, the TMSF Stockholder has not received nor is he or she relying upon any oral representations which are in any manner inconsistent with the following form will be placed on the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDwritten information contained in this Agreement."

Securities Representations. Each Party severally, and not jointly, represents that: (a) The Seller is an "accredited investor" as defined in Rule 501(a) under Units that are allocable to such Party are being acquired for the Securities ActParty’s own account and not with a view to the public distribution of any of the Units. The Seller has Party will not been organizedsell, reorganized hypothecate or recapitalized specifically for otherwise transfer any of the purpose of acquiring the SharesUnits except in accordance with applicable federal and state securities Laws. (b) The Seller is acquiring Each Party understands that the Shares for its own account for investment only, offering and not with a view to, or for the sale in connection with, any distribution of Units pursuant to this Agreement are intended to be exempt from registration under the Shares in violation Securities Act by virtue of Section 4(2) of the Securities Act, or any rule or regulation Act and Regulation D under the Securities Act. (c) Each Party understands that: (i) the Units have not been registered or qualified under the Securities Act or the securities Laws of the State of Delaware or any other state, and neither the Securities and Exchange Commission nor any state or other regulatory authority has made any recommendation or finding concerning the value of the Units; (ii) there is no assurance that the Party will be able to sell the Units at a purchase price that Party deems reasonable; (iii) the Units may be offered, sold or otherwise transferred by the Party only if (a) the transaction is registered and qualified under the applicable provisions of federal and state securities laws or if exemptions from such registration and qualification are available; and (b) all conditions applicable to such offer, sale or transfer set forth in LLC Agreement are satisfied; (iv) the satisfaction of these securities registration exemptions is the Party’s responsibility; and (v) neither the Company nor the other Party is under any obligation to assist the Party in satisfying these exemptions, and the Company does not intend to register any subsequent transaction by the Party under applicable federal and state securities Laws. (d) No oral or written representations or recommendations have been made, and no oral or written information has been furnished, to the Party regarding the advisability of acquiring the Units. The Seller Party (including its professional advisors, if any) has had adequate sufficient opportunity to obtain from representatives ask questions and receive answers concerning the terms and conditions of the Buyer issuance of the Units. (e) Each Party has such information about knowledge and experience in financial and business matters that the Buyer as Party is necessary for the undersigned to evaluate capable of evaluating the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved an investment in the acquisition Company and of the Shares and to make making an informed investment decision with respect to such acquisition. (e) The Seller understands that the Shares have not been registered under the Securities Act and are "restricted securities" within the meaning decision. Each Party is an “accredited investor” as defined in Rule 501 of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available. (f) A legend substantially in the following form will be placed on the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

Securities Representations. Each of the Greenspun Shareholders has received and reviewed a copy of CCI's Form 10-K for the fiscal year ended December 31, 1997. Each Greenspun Shareholder either (ai) The Seller is an "accredited investor" as defined in within the meaning of Rule 501(a) of Regulation D under the Securities Act. The Seller ; or (ii) has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares. (b) The Seller is acquiring the Shares for its own account for investment only, and not with appointed a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) The Seller has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands that the Shares have not been registered under the Securities Act and are "restricted securitiespurchaser representative" within the meaning of Rule 144 501(h) of Regulation D under the Securities Act; and . Each Greenspun Shareholder which is not an "accredited investor" within the Shares cannot be sold, transferred or otherwise disposed meaning of unless they are subsequently registered Rule 501(a) of Regulation D under the Securities Act Act, either alone or an exemption from registration with its purchaser representative, has such knowledge and experience in business and financial matters and such knowledge concerning the business, operations and financial condition of PSD and of CCI that such Greenspun Shareholder (A) is then available. (f) A legend substantially capable of evaluating the merits and risks of any investment in the following form will shares of CCI Class A Common Stock and CCI Preferred Stock and (B) fully understands the nature, scope, and duration and limitations on transfer contained herein and under applicable law. Each Greenspun Shareholder, or such Greenspun Shareholder's purchaser representative, has had an adequate opportunity to ask questions and receive answers (and has asked such questions and received answers to his satisfaction) from the officers of CCI concerning the business, operations and financial condition of CCI. Each Greenspun Shareholder can bear the economic risk of an investment in the shares of CCI Class A Common Stock and CCI Preferred Stock and can afford a complete loss of such investment. Except as required by applicable law, such Greenspun Shareholder has no contract, undertaking, agreement or arrangement, written or oral, with any other person to sell, transfer or grant participation in any shares of CCI Class A Common Stock or CCI Preferred Stock to be placed on acquired by such Greenspun Shareholder in the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDMerger."

Securities Representations. The Participant makes the representations, warranties and covenants set forth below and acknowledges that the Company is relying thereon. (a) The Seller is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the Shares. (b) The Seller Participant is acquiring and will hold the Shares for its own investment for his or her account for investment only, only and not with a view to, or for sale resale in connection with, any distribution of “distribution” thereof within the Shares in violation meaning of the Securities Act, Act or any rule or regulation under the Securities Actother applicable securities laws. (cb) The Seller Participant has had adequate opportunity to obtain from representatives been advised that offerings of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) The Seller has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands that the Shares have not been registered under the Securities Act or other applicable securities laws, and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and that the Shares cannot must be soldheld indefinitely, transferred or otherwise disposed of unless they the resales thereof are subsequently registered under the applicable securities laws or the Participant obtains an opinion of counsel (in the form and substance satisfactory to the Company and its counsel) that registration is not required. The Company is under no obligation to register offerings of the shares of Common Stock. (c) The Participant is an “Accredited Investor” as such term is defined under Rule 501(a) of Regulation D promulgated under the Securities Act. The Participant has such knowledge and experience in financial and business matters that the Participant is capable of evaluating the merits and risks of investment in the Company and of making an informed investment decision. The Participant, or the Participant’s professional advisor, has the capacity to protect the Participant’s concerns in connection with the investment in the Shares, and the Participant is able to bear the economic risk, including the complete loss, of an investment in the Shares. (d) The Participant will not sell, transfer or otherwise dispose of the Shares in violation of the Plan, this Agreement, the Stockholders Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or any other applicable laws. (e) The Participant has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Shares, and the Participant has had an exemption opportunity to ask questions and receive answers from registration is then availablethe Company regarding the terms and conditions hereof. (f) A legend substantially The Participant is aware that any investment in the following form will be placed on Company is a speculative investment that has limited liquidity and is subject to the certificate(s) representing risk of complete loss. The Participant is able, without impairing his or her financial condition, to hold the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDShares for an indefinite period and to suffer a complete loss of his or her investment."

Securities Representations. (a) The Seller is an "accredited investor" Xxxxxxx represents and warrants that it will acquire and may exercise any New Warrants solely for investment solely for its own account and not with a view to or for the resale or distribution thereof except as defined in Rule 501(a) permitted under the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the SharesRegistration Statement. (b) The Seller is acquiring Xxxxxxx understands that it may sell or otherwise transfer the Shares for its own account for investment only, and not with a view to, New Warrants or for sale in connection with, any distribution the shares issuable on exercise of the Shares in violation of the Securities Act, or any rule or regulation New Warrants only if such transaction is duly registered under the Securities ActAct of 1933, as amended, under the Registration Statement or otherwise, or if Xxxxxxx shall have received the favorable opinion of counsel to Xxxxxxx, which opinion shall be reasonably satisfactory to counsel to the Company, to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act of 1933, as amended, and registration or qualification in every applicable state. The certificates representing the aforesaid securities will be legended to reflect these restrictions, and stop transfer instructions will apply. Xxxxxxx realizes that the New Warrants are not a liquid investment. (c) The Seller Xxxxxxx has had adequate opportunity to obtain from representatives not relied upon the advice of a "Purchaser Representative" (as defined in Regulation D of the Buyer such information about Securities Act) in evaluating the Buyer as is necessary for risks and merits of this investment. Xxxxxxx has the undersigned knowledge and experience to evaluate the Company and the risks and merits and risks of its acquisition of the Sharesrelating thereto. (d) The Seller has sufficient expertise Xxxxxxx represents and warrants that Xxxxxxx is an "Accredited Investor" as such term is defined in business and financial matters Rule 501 of Regulation D promulgated pursuant to be able to evaluate the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) The Seller understands that the Shares have not been registered under the Securities Act of 1933, as amended, and shall be such on the date any shares are "issued to the Xxxxxxx, Xxxxxxx acknowledges that Xxxxxxx is able to bear the economic risk of losing Xxxxxxx'x entire investment in the shares and understands that an investment in the Company involves substantial risks; Xxxxxxx has the power and authority to enter into this agreement, and the execution and delivery of, and performance under this agreement shall not conflict with any rule, regulation, judgment or agreement applicable to the Xxxxxxx, and Xxxxxxx has invested in previous transactions involving restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available. (f) A legend substantially in the following form will be placed on the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

Securities Representations. (a) The Seller is an "accredited investor" Holders represent and warrant that they are acquiring the Lock-Up Warrants solely for investment, solely for their own account and not with a view to or for the resale or distribution thereof except as defined in Rule 501(a) permitted under the Securities Act. The Seller has not been organized, reorganized or recapitalized specifically for the purpose of acquiring the SharesNew Registration Statement. (b) The Seller Holders understand that they may sell or otherwise transfer the Lock-Up Warrants or the Lock-Up Warrant Shares only if such transaction is acquiring the Shares for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation duly registered under the Securities Act of 1933, as amended (the "1933 Act"), under the New Registration Statement or otherwise, or if Holder shall have received the favorable opinion of counsel to the Holder, which opinion shall be reasonably satisfactory to counsel to the Company, to the effect that such sale or other transfer may be made in the absence of registration under the 1933 Act and registration or qualification in every applicable state. Subject to the provisions of paragraph 3(e) above, the certificates representing the aforesaid securities will be legended to reflect these restrictions, and stop transfer instructions will apply. Holder realizes that the Lock-Up Warrants and, prior to the effectiveness of the New Registration Statement, the Lock-Up Warrant Shares are not liquid investments. (c) The Seller has Holders have had adequate the opportunity to obtain from representatives of discuss the Buyer such information about Company's affairs with the Buyer as is necessary for Company's officers and to review the undersigned Company's filings with the Securities and Exchange Commission (the "Commission"), including the currently effective registration statement on Form S-3 (the "Prior Registration Statement") and the Commission's accounting comments relating to evaluate the merits and risks of its acquisition of the SharesPrior Registration Statement. (d) The Seller has sufficient expertise Holders have not relied upon the advice of "Purchaser Representatives" (as defined in business Regulation D of the 1000 Xxx) in evaluating the risks and financial matters to be able merits of this investment. Holders have the knowledge and experience to evaluate the Company and the risks involved in the acquisition of the Shares and to make an informed investment decision with respect to such acquisitionmerits relating thereto. (e) The Seller Holders represent and warrant that they are "accredited investors" as such term is defined in Rule 501 of Regulation D promulgated pursuant to the 1933 Act. Holders acknowledge that Holders are able to bear the economic risk of losing Holder's entire investment in the Warrant Shares and the Lock-Up Warrant Shares and understands that an investment in the Shares Company involves substantial risks; Holders have the power and authority to enter into this agreement, and the execution and delivery of, and performance under, this agreement shall not been registered under conflict with any rule, regulation, judgment or agreement applicable to the Securities Act Holders; and are "Holders have invested in previous transactions involving restricted securities" within the meaning of Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available. (f) A legend substantially in the following form will be placed on the certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."