Common use of Unregistered Shares Clause in Contracts

Unregistered Shares. The Subscriber recognizes that the offer and sale by XCL Land and XCL Ltd. of the Notes and the Warrants (and Warrant Stock) and the offer and sale of the Units have not been and (except to the extent set forth herein and in the Warrant Agreement) will not be registered under the United States Securities Act of 1933, as amended (the "Act"), and have not been and will not be registered under any other applicable domestic or foreign securities laws (the Act and any such other applicable securities laws are hereinafter collectively referred to herein as the "Securities Laws") in reliance upon exemptions from the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") solely for its account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and the Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Act) or (b) an institutional "accredited investor" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated under the Act). The Subscriber hereby covenants and agrees that it will not sell the Units or any of the Securities until such time as XCL Ltd. or XCL Land, as applicable, has effectively registered such securities under the Act or counsel reasonably acceptable to XCL Ltd. or XCL Land, as applicable (which shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable to XCL Ltd. or XCL Land, as applicable, to the effect that the transaction contemplated by Subscriber would be in compliance with the Act. The Subscriber understands that the effect of such representation and warranty is that the Units and Securities must be held unless the sale or transfer thereof is subsequently registered under the Securities Laws or an exemption from such registration is available at the time of any proposed sale or other transfer thereof. Except to the extent hereinafter set forth and in the Warrant Agreement neither XCL Land nor XCL Ltd. is under any obligation either to file a registration statement under the Act covering the sale or transfer of such securities or otherwise to register such securities for sale under the Securities Laws. The Subscriber is familiar with, or has been advised by its counsel regarding, (i) the applicable limitations upon the resales of the Units and the Securities, (ii) the circumstances under which the Subscriber is required to hold such securities and (iii) the limitations upon the transfer or other disposition thereof. The Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) or (b) an institutional "accredited institutional buyer" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act). The Subscriber acknowledges that XCL Land and XCL Ltd. are and will be relying upon the truth and accuracy of the foregoing representations and warranties in offering and selling the Units and the Securities to the Subscriber without first registering them under the Securities Laws.

Unregistered Shares. The Subscriber recognizes that the offer and sale by XCL Land and XCL Ltd. of the Notes and the Warrants (and Warrant Stock) and the offer and sale of the Units have not been and (except to the extent set forth herein and following shall apply in the Warrant Agreement) will event the Shares purchased herein are not be registered under the United States Securities Act of 1933, as amended: (a) I am acquiring the Shares for my own account for investment with no present intention of dividing my interest with others or of reselling or otherwise disposing of any of the Shares. (b) The Shares are being issued without registration under the Securities Act of 1933, as amended (the "“Act"”), in reliance upon the exemption provided by Section 3(b) of the Act for employee benefit plans, contained in Rule 701 promulgated thereunder, or in lieu thereof upon the private offering exemption contained in Section 4(2) of the Act, and such reliance is based in part on the above representation. (c) Since the Shares have not been and will not be registered under any other applicable domestic or foreign securities laws (the Act and any such other applicable securities laws are hereinafter collectively referred to herein as the "Securities Laws") in reliance upon exemptions Act, they must be held indefinitely until an exemption from the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") solely for its account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and Act is available or they are subsequently registered, in which event the Subscriber is either representation in Paragraph (a) hereof shall terminate. As a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Act) or (b) an institutional "accredited investor" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated under the Act). The Subscriber hereby covenants and agrees that it will not sell the Units or condition to any transfer of the Securities until Shares, I understand that the Corporation will require an opinion of counsel satisfactory to the Corporation to the effect that such time as XCL Ltd. or XCL Land, as applicable, has effectively registered such securities transfer does not require registration under the Act or counsel reasonably acceptable any state securities law. (d) The issuer is not obligated to XCL Ltd. or XCL Land, as applicable (which shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable to XCL Ltd. or XCL Land, as applicable, to the effect that the transaction contemplated by Subscriber would be in compliance comply with the Act. The Subscriber understands that registration requirements of the effect of such representation and warranty is that Act or with the Units and Securities must be held unless the sale or transfer thereof is subsequently registered under the Securities Laws or requirements for an exemption from such registration is available at the time of any proposed sale or other transfer thereof. Except to the extent hereinafter set forth and in the Warrant Agreement neither XCL Land nor XCL Ltd. is under any obligation either to file a registration statement Regulation A under the Act covering for my benefit. (e) The certificates for the sale Shares to be issued to me shall contain appropriate legends to reflect the restrictions on transferability imposed by the Act. (f) I am a party to the Buy-Sell Agreement with the Corporation (or transfer of such securities or otherwise to register such securities for sale under the Securities Laws. The Subscriber is familiar with, or has been advised by its counsel regarding, (i) the applicable limitations will be upon the resales issuer’s execution of the Units Buy-Sell Agreement executed by me and attached hereto) pursuant to which I have agreed to certain restrictions on the transferability of the Shares and other matters relating thereto, and the Securitiescertificates for the Shares to be issued to me shall contain a legend to that effect. Accordingly, (ii) the circumstances under which the Subscriber is required I hereby undertake and agree to hold such securities be bound by all terms and (iii) the limitations upon the transfer or other disposition thereof. The Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) or (b) an institutional "accredited institutional buyer" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act). The Subscriber acknowledges that XCL Land and XCL Ltd. are and will be relying upon the truth and accuracy provisions of the foregoing representations Buy-Sell Agreement, regardless of whether the Buy-Sell Agreement is actually executed and warranties in offering and selling the Units and the Securities to the Subscriber without first registering them under the Securities Lawsdelivered by me.

Unregistered Shares. The Subscriber recognizes that Neither this Option nor the offer and sale by XCL Land and XCL Ltd. Common Stock issuable upon exercise of the Notes and the Warrants this Option has been registered pursuant to a registration statement (and Warrant Stocka "Registration Statement") and the offer and sale of the Units have not been and (except to the extent set forth herein and in the Warrant Agreement) will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Until such time as a Registration Statement pertaining to the Option Shares shall be declared effective by the Securities and Exchange Commission (the "Commission"), and have not been and will the Company shall not be registered under required to issue any other applicable domestic or foreign securities laws certificate for shares of Common Stock purchased upon the exercise of this Option unless, in connection with such exercise: (i) The Holder makes and delivers the Act and any such other applicable securities laws are hereinafter collectively referred following representations to herein as the "Securities Laws"Company in writing: a) in reliance upon exemptions from The Holder is purchasing the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") Option Shares solely for its account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and the Subscriber own account. 1) The Holder is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Act) or (b) an institutional "accredited investor" (as that term is defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated rule 501 of Regulation D under the Act). The Subscriber hereby covenants and agrees Holder acknowledges that it will not sell has been given, or the Units person who exercises full investment discretion to act on the Holder's behalf has been given, the opportunity to ask questions and receive satisfactory answers concerning the purchase of Option Shares upon exercise of this Option, the operations and financial condition of the Company, and the accuracy of the information provided by the Company to the Holder or the person who exercises full investment discretion to act in the Holder's behalf. 2) The Holder has no intention of distributing or reselling the Option Shares or any part thereof, or interest therein, in any transaction which would be in violation of the Securities until such time as XCL Ltd. securities laws of the United States of America or XCL Landany state securities laws, as applicablewithout prejudice, has effectively registered such securities under the Act or counsel reasonably acceptable to XCL Ltd. or XCL Land, as applicable (which shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable to XCL Ltd. or XCL Land, as applicablehowever, to the effect that Holder's right at all times to sell or otherwise dispose of all or any part of the transaction contemplated by Subscriber would be in compliance with Option Shares pursuant to the Act. The Subscriber understands that the effect of such representation and warranty is that the Units and Securities must be held unless the sale or transfer above-mentioned registration thereof is subsequently registered under the Securities Laws Act and, if applicable, qualification under such state securities laws or under an exemption from such registration is available at the time of any proposed sale or other transfer thereof. Except to the extent hereinafter set forth and in the Warrant Agreement neither XCL Land nor XCL Ltd. is under any obligation either to file a registration statement under the Act covering the sale or transfer of such securities or otherwise to register such securities for sale under the Securities Laws. The Subscriber is familiar with, or has been advised by its counsel regarding, (i) the applicable limitations upon the resales of the Units and the Securities, (ii) the circumstances under which the Subscriber is required to hold such securities and (iii) the limitations upon the transfer or other disposition thereof. The Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act. 3) If the Holder desires to sell or otherwise dispose of all or any part of the Option Shares (b) other than pursuant to an institutional "accredited institutional buyer" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) effective Registration Statement under the Securities ActAct or a sale or other disposition made pursuant to the Commission's Rule 144). The Subscriber acknowledges , if requested by the Company, the Holder will deliver to the Company, an opinion of counsel, reasonably satisfactory in form and substance to the Company and its counsel, that XCL Land such exemption is available. (ii) Upon original issuance thereof, and XCL Ltd. are and will be relying upon until such time as the truth and accuracy same is no longer required under the applicable requirements of the foregoing representations Securities Act, the certificates evidencing the Holder's ownership of the Option Shares (and warranties all certificates for securities issued in offering and selling exchange therefor or substitution thereof) shall bear the Units and the Securities to the Subscriber without first registering them under the Securities Lawsfollowing legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR SUCH LAWS."

Unregistered Shares. The Subscriber recognizes that the offer and sale by XCL Land and XCL Ltd. of the Notes and the Warrants (and Warrant Stock) and the offer and sale of the Units have not been and (except to the extent set forth herein and in the Warrant Agreement) will not be registered under the United States Securities Act of 1933, as amended (the "Act"), and have not been and will not be registered under any other applicable domestic or foreign securities laws (the Act and any such other applicable securities laws are hereinafter collectively referred to herein as the "Securities Laws") in reliance upon exemptions from the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") solely for its account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and the Subscriber is either (a) a an "qualified institutional buyeraccredited investor" (as defined in Rule 144A 501 promulgated under the Act) or (b) an institutional "accredited investor" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated under the Act). The Subscriber hereby covenants and agrees that it will not sell the Units or any of the Securities until such time as XCL Ltd. or XCL Land, as applicable, has effectively registered such securities under the Act or counsel reasonably acceptable to XCL Ltd. or XCL Land, as applicable (which shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable to XCL Ltd. or XCL Land, as applicable, to the effect that the transaction contemplated by Subscriber would be in compliance with the Act. The Subscriber understands that the effect of such representation and warranty is that the Units and Securities must be held unless the sale or transfer thereof is subsequently registered under the Securities Laws or an exemption from such registration is available at the time of any proposed sale or other transfer thereof. Except to the extent hereinafter set forth and in the Warrant Agreement neither XCL Land nor XCL Ltd. is under any obligation either to file a registration statement under the Act covering the sale or transfer of such securities or otherwise to register such securities for sale under the Securities Laws. The Subscriber is familiar with, or has been advised by its counsel regarding, (i) the applicable limitations upon the resales of the Units and the Securities, (ii) the circumstances under which the Subscriber is required to hold such securities and (iii) the limitations upon the transfer or other disposition thereof. The Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) or (b) an institutional "accredited institutional buyer" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act). The Subscriber acknowledges that XCL Land and XCL Ltd. are and will be relying upon the truth and accuracy of the foregoing representations and warranties in offering and selling the Units and the Securities to the Subscriber without first registering them under the Securities Laws.

Unregistered Shares. The Subscriber recognizes that Neither this Option nor the offer and sale by XCL Land and XCL Ltd. Common Stock issuable upon exercise of the Notes and the Warrants this Option has been registered pursuant to a registration statement (and Warrant Stocka "Registration Statement") and the offer and sale of the Units have not been and (except to the extent set forth herein and in the Warrant Agreement) will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Until such time as a Registration Statement pertaining to the Option Shares shall be declared effective by the Securities and Exchange Commission (the "Commission"), and have not been and will the Company shall not be registered under required to issue any other applicable domestic or foreign securities laws certificate for shares of Common Stock purchased upon the exercise of this Option unless, in connection with such exercise: (i) The Holder makes and delivers the Act and any such other applicable securities laws are hereinafter collectively referred following representations to herein as the "Securities Laws"Company in writing: a) in reliance upon exemptions from The Holder is purchasing the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") Option Shares solely for its account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and the Subscriber her own account. 1) The Holder is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Act) or (b) an institutional "accredited investor" (as that term is defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated rule 501 of Regulation D under the Act). The Subscriber hereby covenants and agrees Holder acknowledges that it will not sell has been given, or the Units person who exercises full investment discretion to act on the Holder's behalf has been given, the opportunity to ask questions and receive satisfactory answers concerning the purchase of Option Shares upon exercise of this Option, the operations and financial condition of the Company, and the accuracy of the information provided by the Company to the Holder or the person who exercises full investment discretion to act in the Holder's behalf. 2) The Holder has no intention of distributing or reselling the Option Shares or any part thereof, or interest therein, in any transaction which would be in violation of the Securities until such time as XCL Ltd. securities laws of the United States of America or XCL Landany state securities laws, as applicablewithout prejudice, has effectively registered such securities under the Act or counsel reasonably acceptable to XCL Ltd. or XCL Land, as applicable (which shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable to XCL Ltd. or XCL Land, as applicablehowever, to the effect that Holder's right at all times to sell or otherwise dispose of all or any part of the transaction contemplated by Subscriber would be in compliance with Option Shares pursuant to the Act. The Subscriber understands that the effect of such representation and warranty is that the Units and Securities must be held unless the sale or transfer above-mentioned registration thereof is subsequently registered under the Securities Laws Act and, if applicable, qualification under such state securities laws or under an exemption from such registration is available at the time of any proposed sale or other transfer thereof. Except to the extent hereinafter set forth and in the Warrant Agreement neither XCL Land nor XCL Ltd. is under any obligation either to file a registration statement under the Act covering the sale or transfer of such securities or otherwise to register such securities for sale under the Securities Laws. The Subscriber is familiar with, or has been advised by its counsel regarding, (i) the applicable limitations upon the resales of the Units and the Securities, (ii) the circumstances under which the Subscriber is required to hold such securities and (iii) the limitations upon the transfer or other disposition thereof. The Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act. 3) If the Holder desires to sell or otherwise dispose of all or any part of the Option Shares (b) other than pursuant to an institutional "accredited institutional buyer" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) effective Registration Statement under the Securities ActAct or a sale or other disposition made pursuant to the Commission's Rule 144). The Subscriber acknowledges , if requested by the Company, the Holder will deliver to the Company, an opinion of counsel, reasonably satisfactory in form and substance to the Company and its counsel, that XCL Land such exemption is available. (ii) Upon original issuance thereof, and XCL Ltd. are and will be relying upon until such time as the truth and accuracy same is no longer required under the applicable requirements of the foregoing representations Securities Act, the certificates evidencing the Holder's ownership of the Option Shares (and warranties all certificates for securities issued in offering and selling exchange therefor or substitution thereof) shall bear the Units and the Securities to the Subscriber without first registering them under the Securities Lawsfollowing legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR SUCH LAWS."

Unregistered Shares. The Subscriber recognizes that the offer Jreck Common and sale by XCL Land and XCL Ltd. of the Notes and the Warrants (and Warrant Stock) and the offer and sale of the Units have not been and (except Jreck Preferred to the extent set forth herein and be issued in the Warrant Agreement) will Merger to Target Shareholders shall not be registered under the United States Securities Act of 1933, as amended (and shall be subject to all relevant resale restrictions under the "Act"), Securities Act and State law. Target and its shareholders understand that the Jreck Common and Jreck Preferred have not been and will not be registered under any other applicable domestic or foreign securities laws (the Act and any such other applicable securities laws are hereinafter collectively referred to herein as the "Securities Laws") in reliance upon exemptions from the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") solely for its account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and the Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Act) or (b) an institutional "accredited investor" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated under the Act). The Subscriber hereby covenants and agrees that it will not sell the Units or any of the Securities until such time as XCL Ltd. or XCL Land, as applicable, has effectively registered such securities under the Act or counsel reasonably acceptable to XCL Ltd. or XCL Land, as applicable (which shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable to XCL Ltd. or XCL Land, as applicable, to the effect that the transaction contemplated by Subscriber would be in compliance with the Act. The Subscriber understands that the effect of such representation and warranty is that the Units and Securities must be held unless the sale or transfer thereof is subsequently registered under the Securities Laws or an exemption Act by reason of its issuance in a transaction exempt from such the registration is available at and prospectus delivery requirements of the time of any proposed sale or other transfer Securities Act pursuant to Section 4(2) thereof. Except to , and that it must be held by Target Shareholders indefinitely and Target Shareholders must therefore bear the extent hereinafter set forth and in the Warrant Agreement neither XCL Land nor XCL Ltd. is under any obligation either to file a registration statement under the Act covering the sale or transfer economic risk of such securities or otherwise to register such securities for sale investment indefinitely, unless a subsequent disposition thereof is registered under the Securities LawsAct or is exempt from registration. The Subscriber is familiar with, or has been advised by its counsel regarding, (i) the applicable limitations upon the resales Target shall in writing notify Target Shareholders of the Units and the Securities, (ii) the circumstances under which the Subscriber is required to hold such securities and (iii) the limitations upon the transfer or other disposition thereof. The Subscriber is either (a) a "qualified institutional buyer" (as defined in provisions of Rule 144A 144 promulgated under the Securities Act) Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things the existence of a public market for the shares, the availability of certain current public information about Jreck, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction" or (b) an institutional in transactions directly with a "accredited institutional buyermarket maker" (as defined provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. Target shall further notify Target Shareholders in Rule 501(a)(1)writing that, (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act). The Subscriber acknowledges that XCL Land and XCL Ltd. are and will be relying upon the truth and accuracy while many of the foregoing representations and warranties in offering and selling the Units and the Securities restrictions of Rule 144 do not apply to the Subscriber without first registering them under resale of shares by a person who owned those shares for at least two years prior to their resale and who is not an "affiliate" (within the Securities Lawsmeaning of Rule 144(a)) of the issuer and has not been an affiliate of the issuer for at least three months prior to the date of resale of the restricted securities, Admiral and Jreck do not warrant or represent that Target Shareholders are not an affiliate as of the date of this Agreement or that Target Shareholders will not be an affiliate at any relevant times in the future.

Unregistered Shares. The Subscriber recognizes that the offer and sale by XCL Land and XCL Ltd. of the Notes and the Warrants (and Warrant Stock) and the offer and sale of the Units have not been and (except to the extent set forth herein and following shall apply in the Warrant Agreement) will event the Shares purchased herein are not be registered under the United States Securities Act of 1933, as amended: (a) I am acquiring the Shares for my own account for investment with no present intention of dividing my interest with others or of reselling or otherwise disposing of any of the Shares. (b) The Shares are being issued without registration under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemption provided by Section 3(b) of the Act for employee benefit plans, contained in Rule 701 promulgated thereunder, or in lieu thereof upon the private offering exemption contained in Section 4(2) of the Act, and such reliance is based in part on the above representation. (c) Since the Shares have not been and will not be registered under any other applicable domestic or foreign securities laws (the Act and any such other applicable securities laws are hereinafter collectively referred to herein as the "Securities Laws") in reliance upon exemptions Act, they must be held indefinitely until an exemption from the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") solely for its account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and Act is available or they are subsequently registered, in which event the Subscriber is either representation in Paragraph (a) hereof shall terminate. As a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Act) or (b) an institutional "accredited investor" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated under the Act). The Subscriber hereby covenants and agrees that it will not sell the Units or condition to any transfer of the Securities until Shares, I understand that the Corporation will require an opinion of counsel satisfactory to the Corporation to the effect that such time as XCL Ltd. or XCL Land, as applicable, has effectively registered such securities transfer does not require registration under the Act or counsel reasonably acceptable any state securities law. (d) The issuer is not obligated to XCL Ltd. comply with the registration requirements of the Act, with the requirements for an exemption under Regulation A under the Act, or XCL Landwith the public information requirements necessary for reliance on Rule 144 under the Act, as applicable for my benefit. (which e) The certificates for the shares to be issued to me shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable contain appropriate legends to XCL Ltd. or XCL Land, as applicable, to reflect the effect that the transaction contemplated restrictions on transferability imposed by Subscriber would be in compliance with the Act. The Subscriber understands that Total Amount Enclosed: $__________ Date:________________________ ____________________________________ Daniel S. Reale Receivxx xx Xxxxxxx Xorporation On:_________________________, 200__ By:_________________________________ EXHIBIT B RELEASE 1. CELSION CORPORATION, a Delaware corporation (the effect "Company"), for and in consideration of such representation the execution by DANIEL S. REALE ("Reale") of the Agreement executed by and warranty is that between thx xxxxxxx xxxxxtanxxxxxy herewith (the Units "Agreement"), and Securities must be held unless other good and valuable consideration, the sale receipt and sufficiency of which are hereby acknowledged, for itself and each of its directors, officers, employees, stockholders, agents, successors, assigns, attorneys and trustees (collectively the "Celsion Releasors"), does hereby irrevocably and unconditionally remise, release, acquit, exonerate and forever discharge Reale, and his heirs, personal representatives, executors, administraxxxx, successors and assigns, of and from any or transfer thereof is subsequently registered under all actions, causes of action, suits, debts, dues, sums of money, accounts, claims, demands, covenants, contracts, controversies, promises, agreements, damages, attorneys' fees, costs and expenses of suit, obligations, liabilities and judgments, of whatever kind or nature, known or unknown, now existing or which may develop in the Securities Laws future, in law or an exemption from such registration is available at in equity, which any of the time Celsion Releasors ever had against Reale, now has or which any of the Celsion Releasors hereafter can, sxxxx or may have, upon or by reason of any proposed sale act, omission, matter, cause or other transfer thereof. Except thing whatsoever, from the beginning of time through the date of this Release, except for those arising under or with respect to the extent hereinafter set forth and in the Warrant Agreement neither XCL Land nor XCL Ltd. is under any obligation either to file a registration statement under the Act covering the sale or transfer of such securities or otherwise to register such securities for sale under the Securities Laws. The Subscriber is familiar with, or has been advised by its counsel regarding, (i) the applicable limitations upon the resales of the Units and the Securities, (ii) the circumstances under which the Subscriber is required to hold such securities and (iii) the limitations upon the transfer or other disposition thereof. The Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) or (b) an institutional "accredited institutional buyer" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act). The Subscriber acknowledges that XCL Land and XCL Ltd. are and will be relying upon the truth and accuracy of the foregoing representations and warranties in offering and selling the Units and the Securities to the Subscriber without first registering them under the Securities LawsAgreement.

Unregistered Shares. The Subscriber recognizes that the offer and sale by XCL Land and XCL Ltd. the Company to it of the Notes and Shares, or the Warrants (and Warrant Stock) and the offer and sale issuance of the Units Dividend or Conversion Stock have not been and (and, except to the extent as hereinafter set forth herein and in the Warrant Agreement) Section 5, will not be registered under the United States Securities Act and, with the exception of 1933the Conversion Stock, as amended (the "Exchange Act"), and have not been and will not be registered under any other applicable domestic or foreign securities laws (the Securities Act, the Exchange Act and any such other applicable securities laws are hereinafter collectively referred to herein as the "Securities Laws") in reliance upon exemptions from the registration requirements thereof; the Subscriber is acquiring the Units and the Notes, Warrants, and Warrant Stock (collectively referred to herein as the "Securities") Securities solely for its own account for investment and not with a view to, or for offer or resale in connection with, a distribution thereof in violation of any Securities Laws; the investment will not constitute more than one fifth of the Subscriber's consolidated net worth; and the Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Act) or (b) an institutional "accredited investor" (as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) promulgated under the Act). The Subscriber hereby covenants and agrees that it will not sell the Units or any of the Securities until such time as XCL Ltd. or XCL Land, as applicable, has effectively registered such securities under the Act or counsel reasonably acceptable to XCL Ltd. or XCL Land, as applicable (which shall include in-house counsel) shall have furnished an opinion, in form and substance reasonably acceptable to XCL Ltd. or XCL Land, as applicable, to the effect that the transaction contemplated by Subscriber would be in compliance with the Act. The Subscriber understands that the effect of such representation and warranty is that the Units and Securities must be held indefinitely unless the sale or transfer thereof is subsequently registered under the applicable Securities Laws or an exemption from such registration is available at the time of any the proposed sale or other transfer thereof. Except to the extent as hereinafter set forth and in Section 5, the Warrant Agreement neither XCL Land nor XCL Ltd. Company is under any no obligation either (i) to file a registration statement under the Securities Act covering the sale or transfer of such securities the Securities or otherwise to register such securities the Securities for sale under applicable Securities Laws or (ii) to register the Shares or the Dividend Stock under the Exchange Act. The statements contained in this Section 4 are true, correct and complete in all material respects and do not omit any material fact necessary to make such statements not misleading. (1) Each of the Subscribers hereby represents and warrants to the Company that: (i) it has received a copy of the Company's SEC Filings made in fiscal year 1996 and to date in 1997; (ii) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities; (iii) it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act; and (iv) it understands that the Securities are not being (and, except to the extent set forth in Section 5 hereof, will not be) registered under the Securities Laws. The Subscriber ; the Securities are being sold to it in a transaction that is familiar with, or has been advised by its counsel regarding, (i) intended to qualify for an exemption from the applicable limitations upon the resales registration requirements of the Units Securities Act, and, except to the extent set forth in Section 5 hereof, will not be registered under the Securities Laws and may not be transferred unless the Securities, (ii) request for transfer is accompanied by a written certification that such Securities will not be resold in the circumstances under which the Subscriber is required United States or to hold such securities and (iii) the limitations upon the transfer any U.S. person except in accordance with applicable requirements of Rules 144 or other disposition thereof. The Subscriber is either (a) a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act) Act or (b) an institutional "accredited institutional buyer" (as defined in Rule 501(a)(1)a transaction which in the opinion of counsel, (a)(2)reasonably satisfactory to the Company, (a)(3), (a)(7) or (a)(8) does not require registration under the Securities Act). The Subscriber acknowledges Laws; and it also understands that XCL Land and XCL Ltd. are and will be relying upon the truth and accuracy of the foregoing representations and warranties in offering and selling the Units and the Securities may not be transferred unless subsequently registered under the Securities Laws, or sold in a transaction which, in the opinion of counsel reasonably satisfactory to the Subscriber without first registering them Company, does not require registration under the Securities Laws.