Representations and Warranties by XCL Land and XCL Ltd. XCL Ltd. has filed a Preliminary Prospectus (a copy of which is attached hereto as Exhibit "A") (the "Preliminary Prospectus") with the Securities and Exchange Commission on October 23, 1998 as part of Amendment No. 2 to a Registration Statement on Form S-1 registering certain securities of XCL Ltd. described therein. (The Subscriber understands and acknowledges that the Preliminary Prospectus is not final and is subject to further amendment. Subscriber further understands and acknowledges that there are outstanding comments on the Preliminary Prospectus from the Securities and Exchange Commission and that responses to those comments have not been incorporated into the Preliminary Prospectus.)
Representations and Warranties by XCL Land and XCL Ltd. XCL Land and XCL Ltd. hereby represent and warrant to the Subscriber that, except as set forth in the Preliminary Prospectus (a copy of which is attached hereto as Exhibit "A") (the "Preliminary Prospectus") filed by XCL Ltd. with the Securities and Exchange Commission on October 23, 1998 as part of Amendment No. 2 to a Registration Statement on Form S-1 registering certain securities of XCL Ltd. described therein (which the parties hereto acknowledge is subject to further amendment):
