Common use of Securities Law Representations Clause in Contracts

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

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

Securities Law Representations. a. This Agreement is made with the Investor in reliance upon the Investor’s representation (i) The Units to the Company, which be acquired by the Investor’s execution of Five Mile Shareholder pursuant to this Agreement the Investor hereby confirms, that the Shares to be purchased by the Investor will be acquired for investment for InvestorFive Mile Shareholder’s own account, not as a nominee or agent, account and not with a view to to, or intention of, distribution thereof in violation of the resale Securities Act of 1933, as amended (the “Securities Act”), or distribution of any part thereofapplicable state securities laws, and the Investor has no present intention Units will not be disposed of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any in contravention of the Shares.Securities Act or any applicable state securities laws; b. Investor’s financial condition is such that Investor can afford to bear the economic risk of holding the shares for an indefinite period of time and has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the Shares. c. Investor (ii) Five Mile Shareholder understands and acknowledges that (i) the Shares Units have not been registered under the Securities Act or any state securities laws, and such Units are being offered and sold under one in reliance upon an exemption or more of the exemptions from the registration provided for in Section 4(2), 4(6) or 3(b) and prospectus delivery requirements of the Securities Act, including Regulation D promulgated thereunder, Act and any applicable state securities laws, and must be held by Five Mile Shareholder indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Units for an indefinite period of time), and (ii) Investor there is purchasing not currently a trading market for the Shares without being offered Units and there can be no assurances that the same will be listed on any exchange or furnished quoted on any offering literature or prospectus other than as described in Section 4.6, and quotation system; (iii) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. d. Investor Five Mile Shareholder is an “accredited investor” as that term is defined in under Rule 501(a) of Regulation D promulgated under pursuant to the Securities Act, and a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act of 1940, as amended. e. Investor has been advised of and consents to amended (the placement of a restrictive legend in the following form on the certificates representing the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACTInvestment Company Act”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERREDand as such that term is defined in Section 2(a)(51) of the Investment Company Act. Five Mile Shareholder is an experienced and sophisticated investor and has such knowledge and experience in financial, ASSIGNEDbusiness and investment matters as are necessary to evaluate the merits and risks of an investment in the Units and protecting its interests in connection therewith; and (iv) Five Mile Shareholder has received and reviewed information regarding CT Legacy REIT Holdings and its subsidiaries that has been provided to Five Mile Shareholder by CT Legacy REIT Holdings and has been given the opportunity to ask questions of and to receive answers from CT Legacy REIT Holdings concerning the Contributed Stock, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTand the business, operations and financial condition of CT Legacy REIT Holdings and its subsidiaries.”

Securities Law Representations. a. This Agreement is made with the Investor in reliance upon the Investor’s representation (i) The Contributed Units to the Company, which be acquired by the Investor’s execution of CT Series 1 Note Issuer pursuant to this Agreement the Investor hereby confirms, that the Shares to be purchased by the Investor will be acquired for investment for InvestorCT Series 1 Note Issuer’s own account, not as a nominee or agent, account and not with a view to to, or intention of, distribution thereof in violation of the resale Securities Act, or distribution of any part thereofapplicable state securities laws, and the Investor has no present intention Contributed Units will not be disposed of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any in contravention of the Shares.Securities Act or any applicable state securities laws; b. Investor’s financial condition is such that Investor can afford to bear the economic risk of holding the shares for an indefinite period of time and has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the Shares. c. Investor (ii) CT Series 1 Note Issuer understands and acknowledges that (i) the Shares Contributed Units have not been registered under the Securities Act or any state securities laws, and such units are being offered and sold under one in reliance upon an exemption or more of the exemptions from the registration provided for in Section 4(2), 4(6) or 3(b) and prospectus delivery requirements of the Securities Act, including Regulation D promulgated thereunder, Act and any applicable state securities laws, and must be held by CT Series 1 Note Issuer indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Contributed Units for an indefinite period of time), and (ii) Investor there is purchasing not currently a trading market for the Shares without being offered Contributed Units and there can be no assurances that the same will be listed on any exchange or furnished quoted on any offering literature or prospectus other than as described in Section 4.6, and quotation system; (iii) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. d. Investor CT Series 1 Note Issuer is an “accredited investor” as that term is defined in under Rule 501(a) of Regulation D promulgated under pursuant to the Securities Act and a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act, and as amended.such that term is defined in Section 2(a)(51) of the Investment Company Act. CT Series 1 Note Issuer is an experienced and sophisticated investor and has such knowledge and experience in financial, business and investment matters as are necessary to evaluate the merits and risks of an investment in the Contributed Units and protecting its interests in connection therewith; and e. Investor (iv) CT Series 1 Note Issuer has received and reviewed information regarding CT Legacy REIT Holdings and its subsidiaries that has been advised provided to it by CT Legacy REIT Holdings and has been given the opportunity to ask questions of and consents to receive answers from CT Legacy REIT Holdings concerning the placement Contributed Units, and the business, operations and financial condition of a restrictive legend in the following form on the certificates representing the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTCT Legacy REIT Holdings and its subsidiaries.”

Securities Law Representations. a. This Agreement is made with the Investor in reliance upon the Investor’s representation (i) The Contributed Units to the Company, which be acquired by the Investor’s execution of CT Series 2 Note Issuer pursuant to this Agreement the Investor hereby confirms, that the Shares to be purchased by the Investor will be acquired for investment for InvestorCT Series 2 Note Issuer’s own account, not as a nominee or agent, account and not with a view to to, or intention of, distribution thereof in violation of the resale Securities Act, or distribution of any part thereofapplicable state securities laws, and the Investor has no present intention Contributed Units will not be disposed of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any in contravention of the Shares.Securities Act or any applicable state securities laws; b. Investor’s financial condition is such that Investor can afford to bear the economic risk of holding the shares for an indefinite period of time and has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the Shares. c. Investor (ii) CT Series 2 Note Issuer understands and acknowledges that (i) the Shares Contributed Units have not been registered under the Securities Act or any state securities laws, and such units are being offered and sold under one in reliance upon an exemption or more of the exemptions from the registration provided for in Section 4(2), 4(6) or 3(b) and prospectus delivery requirements of the Securities Act, including Regulation D promulgated thereunder, Act and any applicable state securities laws, and must be held by CT Series 2 Note Issuer indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Contributed Units for an indefinite period of time), and (ii) Investor there is purchasing not currently a trading market for the Shares without being offered Contributed Units and there can be no assurances that the same will be listed on any exchange or furnished quoted on any offering literature or prospectus other than as described in Section 4.6, and quotation system; (iii) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. d. Investor CT Series 2 Note Issuer is an “accredited investor” as that term is defined in under Rule 501(a) of Regulation D promulgated under pursuant to the Securities Act and a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act, and as amended.such that term is defined in Section 2(a)(51) of the Investment Company Act. CT Series 2 Note Issuer is an experienced and sophisticated investor and has such knowledge and experience in financial, business and investment matters as are necessary to evaluate the merits and risks of an investment in the Contributed Units and protecting its interests in connection therewith; and e. Investor (iv) CT Series 2 Note Issuer has received and reviewed information regarding CT Legacy REIT Holdings and its subsidiaries that has been advised provided to it by CT Legacy REIT Holdings and has been given the opportunity to ask questions of and consents to receive answers from CT Legacy REIT Holdings concerning the placement Contributed Units, and the business, operations and financial condition of a restrictive legend in the following form on the certificates representing the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTCT Legacy REIT Holdings and its subsidiaries.”

Securities Law Representations. a. This Agreement (a) The Purchaser is made with receiving the Investor in reliance upon the Investor’s representation to the Company, which by the Investor’s execution of this Agreement the Investor hereby confirms, that the Shares to be purchased by the Investor will be acquired New Units for investment for Investorthe Purchaser’s own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution or other disposition thereof. (b) The Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Neither the Purchaser nor any Person who beneficially owns an interest in the Company through the Purchaser is subject to an event described in Rule 506(d)(l)(i)-(viii) of regulation D under the Securities Act. (c) The Purchaser has been given the opportunity to obtain any information or documents relating to, and to ask questions and receive answers about, the Company Group and the business and prospects of the Company Group which the Purchaser deems necessary to evaluate the merits and risks related to the resale or distribution Purchaser’s investment in the New Units and to verify the information received. The Purchaser and its advisors, if any, have been furnished with and have had the opportunity to review the Amended LLC Agreement and any other documents which may have been made available upon request. (d) The Purchaser’s knowledge and experience in financial and business matters are such that the Purchaser is capable of any part thereof, evaluating the merits and risks of the Purchaser’s investment in the New Units; and the Investor has Purchaser is aware of no present intention “general solicitation or advertising” (within the meaning of selling, granting any participation in, or otherwise distributing Rule 502 of Regulation D under the same. By executing Securities Act) in connection with the transactions contemplated by this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. b. Investor(e) The Purchaser’s financial condition is such that Investor the Purchaser can afford to bear the economic risk of holding the shares New Units for an indefinite period of time and has adequate means for providing for Investorthe Purchaser’s current needs and contingencies and to suffer a complete loss of Investor’s its investment in the SharesNew Units. c. Investor understands and (f) The Purchaser acknowledges that (i) the Shares are being offered Company’s offer and sold under one or more sale of the exemptions from registration provided for in Section 4(2), 4(6) or 3(b) of New Units to the Purchaser will not be registered under the Securities Act, including Regulation D promulgated thereunder, and any applicable state securities laws, (ii) Investor is purchasing the Shares without being offered Act or furnished any offering literature or prospectus other than as described in Section 4.6, and (iii) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign countryother jurisdiction; (ii) the New Units may not be resold, except pursuant to transactions that are registered, or exempt from registration, under the Securities Act and the applicable securities laws of any state or other jurisdiction; (iii) the New Units may need to be held, and the Purchaser may be forced to continue to bear the economic risk of the investment in the New Units, indefinitely; (iv) there will not be any public trading market for the New Units, and, as a result, the Purchaser may be unable to sell or dispose of the New Units; and (v) the Purchaser’s ability to dispose of the New Units will be subject to the restrictions contained in the Amended LLC Agreement, a copy of which the Purchaser has reviewed. d. Investor is an “accredited investor” as defined (g) The Purchaser understands that the New Units are being acquired by the Purchaser in Rule 501(a) transactions not involving any public offering within the meaning of Regulation D promulgated under the Securities Act, as amended. e. Investor in reliance on an exemption therefrom. The Purchaser understands that the New Units have not been, and will not be, approved or disapproved by the SEC or by any other federal or state agency, and that no such agency has been advised passed on the accuracy or adequacy of and consents disclosures made to the placement Purchaser by the Company. The Purchaser further acknowledges that the Company shall have no obligation to register the resale of a restrictive legend in any New Units under the following form on the certificates representing the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTSecurities Act or any other applicable securities laws.”

Securities Law Representations. a. This Agreement Each Seller represents and warrants as to himself as follow: (a) The Seller is made with an accredited investor (under the Investor qualifications set forth in reliance upon the Investor’s representation to the Company, which by the Investor’s execution of this Agreement the Investor hereby confirms, that the Shares to be purchased by the Investor will be acquired for investment for Investor’s own account, not as a nominee or agent, paragraph (g) below) and not with a view to the resale or distribution of any part thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. b. Investor’s financial condition is such that Investor can afford able to bear the economic risk of holding the shares for an indefinite period of time and has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the SharesJanus Preferred Stock, including the loss of his entire investment. c. Investor understands (b) The Seller has prior substantial investment experience, including investments in non-registered securities, and acknowledges that recognizes the highly speculative nature of an investment in the Janus Preferred Stock. (ic) The Seller has been afforded the Shares are being offered opportunity to ask questions of, and sold under one or more receive answers from, directors and executive officers of Janus concerning Janus and the terms and conditions of the exemptions from registration provided for in Section 4(2), 4(6) or 3(b) offering of the Janus Preferred Stock pursuant to this Agreement. The Seller has been furnished with all information and all documents which he has requested. (d) Neither the offer nor the sale of the Janus Preferred Stock is being registered under the Securities Act, including Regulation D promulgated thereunder, and any applicable state securities laws, (ii) Investor is purchasing the Shares without being offered Act or furnished any offering literature or prospectus other than as described in Section 4.6, and (iii) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. d. Investor state. The Janus Preferred Stock is an “accredited investor” as defined being offered and sold in Rule 501(a) of Regulation D promulgated reliance on exemptions from registration under the Securities ActAct and the various state securities laws for transactions not involving any public offering. Accordingly, as amendednone of the Janus Preferred Stock can be sold, assigned, bequeathed, exchanged, pledged, hypothecated or otherwise transferred (each individually a "Transfer") by the Seller unless and until each is registered under the Securities Act and the securities laws of each applicable state or an exemption from registration pursuant to the Securities Act and such laws is available to the Seller. e. Investor (e) Janus is relying on exemptions from the various federal and state securities laws which depend, in part, upon the Seller's investment intent and upon the information the Seller has been advised set forth in this Section 3.27. This Agreement is delivered to Janus by the Seller with the understanding and intent that Janus will rely on the information contained in this Section 3.27 and with such Seller's consent to such reliance. (f) The Janus Preferred Stock is being acquired by the Seller for the Seller's own account for investment and not for distribution or resale or fractionalization thereof or reselling thereof or any part thereof within the meaning of the Securities Act other than in compliance therewith or in accordance with an exemption therefrom. The Seller will not transfer any of the Janus Preferred Stock unless it is registered under the Securities Act and consents to the placement securities laws of a restrictive legend each applicable state or unless an exemption from each such registration is available for such Transfer. The Seller has adequate means of providing for the Seller's current needs and possible personal and business contingencies and has no need for liquidity of his investment in the following form on Janus Preferred Stock. (g) The Seller is a natural person who has a net worth or joint net worth with the certificates representing Seller's spouse in excess of $1,000,000; had an individual income in excess of $200,000 in each of the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933two most recent years or a joint income with the Seller's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; and the Seller is an officer and/or director of Janus. (h) The Seller understands the meaning and legal consequences of the foregoing representations and warranties in this Section 3.27, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTwhich are true and correct as of the date hereof and will be true and correct as of the date of the Seller's purchase of the Janus Preferred Stock subscribed for herein. Each such representation and warranty shall survive such purchase.”

Securities Law Representations. a. This Agreement (a) HBV and each HBV Investor is made with purchasing the Investor in reliance upon Reorganized Seitel Common Stock and the Investor’s representation to Guarantor Warrants (and the Companyshares of Reorganized Seitel Common Stock underlying the Guarantor Warrants) (collectively, which by the Investor’s execution of this Agreement the Investor hereby confirms, that the Shares to be purchased by the Investor will be acquired "Securities") solely for investment for Investor’s its own account, not as a nominee or agent, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. (b) Each HBV Investor is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, and/or an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act. (c) Each HBV Investor understands that the Securities are being offered and sold by the Company or the Reorganized Debtor in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities "blue sky" laws, and that the Company or the Reorganized Debtor is relying upon the accuracy of, and HBV's and the HBV Investors' compliance with, their representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of HBV and the HBV Investors' eligibility to be offered and to purchase the Securities. (d) Neither HBV nor the HBV Investors, nor any of their respective affiliates or any persons acting on their behalf, has the intention of entering, or will enter into, prior to the resale Guarantee Performance Date, any put or distribution of call option, straddle, hedge arrangement, short position or other similar instrument or arrangement with respect to the Securities (or any part thereofinterest therein), and neither HBV nor the Investor has no present intention HBV Investors, nor any of sellingtheir respective affiliates or any persons acting on their behalf, granting will use, prior to the Guarantee Performance Date, Securities acquired pursuant to this Agreement to settle any participation put or call option, straddle, hedge arrangement, short position or other similar instrument or arrangement that may have been entered into prior to the execution of this Agreement. HBV will not, and will not permit any of the HBV Investors, directly or indirectly, to make bids or purchases for the purposes of creating actual or apparent active trading in, or otherwise distributing of raising the same. By executing this Agreementprice of, any securities of the Investor further represents that Company or the Investor does Reorganized Debtor, which is designed to or which would constitute, or which might reasonably be expected to cause or result in, manipulation of the price of any securities of the Company or the Reorganized Debtor in violation of Regulation M or Rule 10b-18 under, or Sections 9 or 18, of the Exchange Act. (e) HBV and each of the HBV Investors has not have entered and will not enter into any contract, undertakingcommitment, agreement plan, arrangement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, understanding with respect to any the distribution of the SharesSecurities (or any interest therein), except for such arrangements expressly provided in this Agreement. b. Investor’s financial condition is (f) HBV and each HBV Investor will not offer for sale, offer for purchase, sell or otherwise transfer the Securities (or any interest therein) without registration under the Securities Act or (as determined by counsel in an opinion of such counsel) an available exemption therefrom and fully understands and agrees that Investor can afford to it must bear the economic risk of holding the shares for an indefinite period of time and has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the Shares. c. Investor understands and acknowledges that (i) the Shares are being offered and sold under one or more of the exemptions from registration provided for in Section 4(2)Securities because, 4(6) or 3(b) of among other reasons, the Securities Act, including Regulation D promulgated thereunder, and any applicable state securities laws, (ii) Investor is purchasing will not have been registered under the Shares without being offered Securities Act or furnished any offering literature or prospectus other than as described in Section 4.6, and (iii) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or foreign country. d. Investor otherwise disposed of unless they are registered under the Securities Act and under the applicable securities laws of such states prior to such resale, pledge, assignment or other disposition, or an exemption from such registration otherwise is an “accredited investor” available. In particular, HBV and the HBV Investors are aware that the Securities, when issued, will be "restricted securities," as such term is defined in Rule 501(a) of Regulation D promulgated 144 under the Securities ActAct ("Rule 144"), and may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. HBV and the HBV Investors also understand that, except as amendedotherwise provided in the Registration Rights Agreement, the Company and the Reorganized Debtor are under no obligation to register the Securities on their behalf or to assist them in complying with any exemption from registration under the Securities Act or applicable state securities laws. HBV and the HBV Investors further understand that offers and sales of the Securities are further restricted by applicable state securities laws and the provisions of this Agreement and will comply with all applicable laws and regulations in each jurisdiction in which they offer or sell the Securities. e. Investor has been advised (g) None of HBV or the HBV Investors will take any action whatsoever that would otherwise cause the exemption from the registration requirements of the Securities Act and consents equivalent state securities "blue sky" laws being relied on by the Company or the Reorganized Debtor in connection with the transactions contemplated by this Agreement and the other Transaction Documents to not be available to the placement of a restrictive legend Company or the Reorganized Debtor to effect such transactions; provided, that no action taken by HBV or the HBV Investors expressly provided for in the following form on the certificates representing the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTor as contemplated by this Agreement shall be prohibited hereunder.”

Securities Law Representations. a. This Agreement is made with the Investor in reliance upon the Investor’s representation (i) The Series 1 Notes to the Company, which be acquired by the Investor’s execution of CT Legacy Holdings pursuant to this Agreement the Investor hereby confirms, that the Shares to be purchased by the Investor will be acquired for investment for Investor’s CT Legacy Holdings’ own account, not as a nominee or agent, account and not with a view to to, or intention of, distribution thereof in violation of the resale Securities Act of 1933, as amended (the “Securities Act”), or distribution of any part thereofapplicable state securities laws, and the Investor has no present intention Series 1 Notes will not be disposed of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any in contravention of the Shares.Securities Act or any applicable state securities laws; b. Investor’s financial condition is such that Investor can afford to bear the economic risk of holding the shares for an indefinite period of time and has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the Shares. c. Investor (ii) CT Legacy Holdings understands and acknowledges that (i) the Shares Series 1 Notes have not been registered under the Securities Act or any state securities laws, and such units are being offered and sold under one in reliance upon an exemption or more of the exemptions from the registration provided for in Section 4(2), 4(6) or 3(b) and prospectus delivery requirements of the Securities Act, including Regulation D promulgated thereunder, Act and any applicable state securities laws, and must be held by CT Legacy Holdings indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Series 1 Notes for an indefinite period of time), and (ii) Investor there is purchasing not currently a trading market for the Shares without being offered Series 1 Notes and there can be no assurances that the same will be listed on any exchange or furnished quoted on any offering literature or prospectus other than as described in Section 4.6, and quotation system; (iii) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. d. Investor CT Legacy Holdings is an “accredited investor” as that term is defined in under Rule 501(a) of Regulation D promulgated under pursuant to the Securities Act, and a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act of 1940, as amended. e. Investor has been advised of and consents to amended (the placement of a restrictive legend in the following form on the certificates representing the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACTInvestment Company Act”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERREDand as such that term is defined in Section 2(a)(51) of the Investment Company Act. CT Legacy Holdings is an experienced and sophisticated investor and has such knowledge and experience in financial, ASSIGNEDbusiness and investment matters as are necessary to evaluate the merits and risks of an investment in the Series 1 Notes and protecting its interests in connection therewith; and (iv) CT Legacy Holdings has received and reviewed information regarding CT Series 1 Note Issuer and its subsidiaries that has been provided to CT Legacy Holdings by CT Series 1 Note Issuer and has been given the opportunity to ask questions of and to receive answers from CT Series 1 Note Issuer concerning the business, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACToperations and financial condition of CT Series 1 Note Issuer and CT Legacy REIT Holdings and its subsidiaries.”

Securities Law Representations. a. This Agreement is made with the Investor in reliance upon the Investor’s representation (i) The Stock to the Company, which be acquired by the Investor’s execution of it pursuant to this Agreement the Investor hereby confirms, that the Shares to be purchased by the Investor will be acquired for investment for Investor’s its own account, not as a nominee or agent, account and not with a view to to, or intention of, distribution thereof in violation of the resale Securities Act of 1933, as amended (the “Securities Act”), or distribution of any part thereofapplicable state securities laws, and the Investor has no present intention Stock will not be disposed of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any in contravention of the Shares.Securities Act or any applicable state securities laws; b. Investor’s financial condition is such that Investor can afford to bear the economic risk of holding the shares for an indefinite period of time and has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the Shares. c. Investor (ii) It understands and acknowledges that (i) the Shares Stock has not been registered under the Securities Act or any state securities laws, and such units are being offered and sold under one in reliance upon an exemption or more of the exemptions from the registration provided for in Section 4(2), 4(6) or 3(b) and prospectus delivery requirements of the Securities Act, including Regulation D promulgated thereunder, Act and any applicable state securities laws, and must be held by it indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Stock for an indefinite period of time), and (ii) Investor there is purchasing not currently a trading market for the Shares without being offered Stock and there can be no assurances that the same will be listed on any exchange or furnished quoted on any offering literature or prospectus other than as described in Section 4.6, and quotation system; (iii) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. d. Investor It is an “accredited investor” as that term is defined in under Rule 501(a) of Regulation D promulgated under pursuant to the Securities Act, and a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act of 1940, as amended. e. Investor has been advised of and consents to amended (the placement of a restrictive legend in the following form on the certificates representing the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACTInvestment Company Act”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERREDand as such that term is defined in Section 2(a)(51) of the Investment Company Act. It is an experienced and sophisticated investor and has such knowledge and experience in financial, ASSIGNEDbusiness and investment matters as are necessary to evaluate the merits and risks of an investment in the Stock and protecting its interests in connection therewith; and (iv) It has received and reviewed information regarding CT Legacy REIT Mezz Borrower and its subsidiaries that has been provided to it by CT Legacy REIT Mezz Borrower and has been given the opportunity to ask questions of and to receive answers from CT Legacy REIT Mezz Borrower concerning the Legacy Assets, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTand the business, operations and financial condition of CT Legacy REIT Mezz Borrower and its subsidiaries.”

Securities Law Representations. a. This Agreement is made with the Investor in reliance upon the Investor’s representation (i) The Series 2 Notes to the Company, which be acquired by the Investor’s execution of CT Legacy Holdings pursuant to this Agreement the Investor hereby confirms, that the Shares to be purchased by the Investor will be acquired for investment for Investor’s CT Legacy Holdings’ own account, not as a nominee or agent, account and not with a view to to, or intention of, distribution thereof in violation of the resale Securities Act of 1933, as amended (the “Securities Act”), or distribution of any part thereofapplicable state securities laws, and the Investor has no present intention Series 2 Notes will not be disposed of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any in contravention of the Shares.Securities Act or any applicable state securities laws; b. Investor’s financial condition is such that Investor can afford to bear the economic risk of holding the shares for an indefinite period of time and has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the Shares. c. Investor (ii) CT Legacy Holdings understands and acknowledges that (i) the Shares Series 2 Notes have not been registered under the Securities Act or any state securities laws, and such units are being offered and sold under one in reliance upon an exemption or more of the exemptions from the registration provided for in Section 4(2), 4(6) or 3(b) and prospectus delivery requirements of the Securities Act, including Regulation D promulgated thereunder, Act and any applicable state securities laws, and must be held by CT Legacy Holdings indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom (and is able to bear the economic risk from holding the Series 2 Notes for an indefinite period of time), and (ii) Investor there is purchasing not currently a trading market for the Shares without being offered Series 2 Notes and there can be no assurances that the same will be listed on any exchange or furnished quoted on any offering literature or prospectus other than as described in Section 4.6, and quotation system; (iii) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. d. Investor CT Legacy Holdings is an “accredited investor” as that term is defined in under Rule 501(a) of Regulation D promulgated under pursuant to the Securities Act, and a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act of 1940, as amended. e. Investor has been advised of and consents to amended (the placement of a restrictive legend in the following form on the certificates representing the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACTInvestment Company Act”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERREDand as such that term is defined in Section 2(a)(51) of the Investment Company Act. CT Legacy Holdings is an experienced and sophisticated investor and has such knowledge and experience in financial, ASSIGNEDbusiness and investment matters as are necessary to evaluate the merits and risks of an investment in the Series 2 Notes and protecting its interests in connection therewith; and (iv) CT Legacy Holdings has received and reviewed information regarding CT Series 2 Note Issuer and its subsidiaries that has been provided to CT Legacy Holdings by CT Series 2 Note Issuer and has been given the opportunity to ask questions of and to receive answers from CT Series 2 Note Issuer concerning the business, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACToperations and financial condition of CT Series 2 Note Issuer and CT Legacy REIT Holdings and its subsidiaries.”

Securities Law Representations. a. This Agreement is made with the Investor in reliance upon the Investor’s representation Holder represents and warrants to the Company, which by the Investor’s execution of this Agreement the Investor hereby confirms, Company as follows: (a) Holder acknowledges that the Warrant Shares to will initially be purchased by the Investor will be acquired for investment for Investor’s own account, not “restricted securities” (as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. b. Investor’s financial condition term is such that Investor can afford to bear the economic risk of holding the shares for an indefinite period of time and has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the Shares. c. Investor understands and acknowledges that (i) the Shares are being offered and sold under one or more of the exemptions from registration provided for in Section 4(2), 4(6) or 3(b) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state securities laws, (ii) Investor is purchasing the Shares without being offered or furnished any offering literature or prospectus other than as described in Section 4.6, and (iii) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. d. Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D 144 promulgated under the Securities Act, as amended. e. Investor has been advised of ) (“Rule 144”) and consents to the placement of a restrictive legend in the following form on that the certificates representing evidencing the SharesWarrant Shares will include this legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR AMENDED. THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION ACT IS NOT REQUIRED UNDER THE ACTAVAILABLE. Holder further acknowledges that the Warrant Shares cannot be sold unless registered with the United States Securities and Exchange Commission and qualified by appropriate state securities regulators, or unless Holder obtains written consent from Company and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).” (b) Holder has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Warrant and Warrant Shares offered by Company of the size contemplated. Holder represents that H▇▇▇▇▇ is able to bear the economic risk of the investment and at the present time can afford a complete loss of such investment. H▇▇▇▇▇ has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as H▇▇▇▇▇ has deemed appropriate. (c) Holder is an “Accredited Investor” as defined in Regulation D of the Securities Act or Holder, either alone or with H▇▇▇▇▇’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of an investment in the Warrant and Warrant Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to protect H▇▇▇▇▇’s own interests in connection with H▇▇▇▇▇’s proposed investment in the Warrant and Warrant Shares. (d) Holder is acquiring the Warrant and Warrant Shares solely for H▇▇▇▇▇’s own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Warrant or Warrant Shares.

Securities Law Representations. a. This Agreement is made Each of Seller and the Members acknowledges that the ENET Common Stock delivered to Seller at Closing shall be "restricted stock" and have not been registered by Purchaser pursuant to the Securities Act of 1933, as amended (the "Act") or any state securities laws and pending such registration may not be offered or sold except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Act or applicable state securities laws. As a result, each of Seller and the Members hereby agrees that Seller shall not, directly or indirectly, sell, offer to sell, contract to sell or otherwise transfer any of the Shares unless the Shares are registered pursuant to an effective registration statement filed with the Investor in reliance upon the Investor’s representation Securities and Exchange Commission with respect to the Company, which Shares or an exemption from registration shall be available. Each of Seller and the Members represents that he or it is familiar with Rule 144 and Rule 144A promulgated under the Act and understands the resale limitations imposed thereby and by the Investor’s execution Act. Each party hereto acknowledges that each certificate representing the Shares will bear a restrictive legend evidencing the transfer restrictions described herein. Each of this Agreement Seller and the Investor hereby confirms, Members acknowledge that the Shares have not been registered under the Act in reliance by ENET and Purchaser upon certain exemptions from registration contained therein, including the exemptions from registration provided by Section 4(2) of the Act and Regulation D promulgated thereunder. Each of Seller and the Members further represents and warrants to be purchased by Purchaser and ENET that, except as provided in Section 1.3.4 below, Seller and each Member is acquiring the Investor will be acquired Shares for the purpose of investment for Investor’s Seller's own account, not as a nominee or agent, account and not with a view to the resale for sale or distribution thereof within the meaning of any part thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any Section 2(11) of the Shares. b. Investor’s financial condition is such that Investor can afford to bear the economic risk of holding the shares for an indefinite period of time and Act. Each Member has adequate means for providing for Investor’s current needs and contingencies and to suffer a complete loss of Investor’s investment in the Shares. c. Investor understands and acknowledges that (i) the Shares are being offered knowledge of finance, securities and sold under one or more of the exemptions from registration provided for in Section 4(2), 4(6) or 3(b) of the Securities Act, including Regulation D promulgated thereunder, investments generally and any applicable state securities laws, (ii) Investor is purchasing the Shares without being offered or furnished any offering literature or prospectus other than as described experience and skill in Section 4.6investments based on actual participation. In addition, each Member represents and warrants to Purchaser and ENET that he (iiia) this transaction has not been reviewed or approved by the Shared States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. d. Investor is an “"accredited investor” ," as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (b) can bear the economic risk of the investment in the Shares, including the total loss of such investment, (c) has such knowledge and experience in business and financial matters, including the analysis of or participation in offerings of privately- issued securities as amended. e. Investor to be capable of evaluating the merits and risks of an investment in the Shares, and (d) in connection with the transactions contemplated hereby, no assurances have been made concerning the future results of ENET or as to the value of the ENET Common Stock. Seller and each Member have had access to all information that they deemed necessary or desirable in connection with Seller's receipt of the Shares and have had an opportunity to ask questions of and receive answers from the executive officers and other designated representatives of Seller and Purchaser concerning the terms and conditions of and the business and operations of Purchaser. The Seller and the Member have been furnished with (i) the Annual Report on Form 10-K of ENET, filed with the Commission under the Exchange Act, for the fiscal year ended June 30, 1997 (the "Annual Report") and (ii) the quarterly reports on Form 10-Q of ENET for the quarterly periods ended September 30, 1997, December 31, 1997, March 31, 1998, and June 30, 1998, filed with the Commission under the Exchange Act. Each of the Sellers has been advised furnished with the complete financial statements of ENET for the fiscal years ended June 30, 1995, 1996 and consents to the placement of a restrictive legend in the following form on the certificates representing the Shares: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT1997.”

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

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