Common use of Securities Representations Clause in Contracts

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) in the event that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) in the event that the holder of Shares received pursuant to exercise Each Shareholder is a resident of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of state set forth opposite such Shares, the holder may only do so pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not requiredShareholder's name on Schedule 5.23, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the SharesMichael L. Moore, Frances Penfold and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares Dale A. Spencer are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed es▇▇▇▇" ▇▇ ▇▇▇▇ ▇erm i▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇f Regulation D under the Securities Act of 1933, as amended (the "1933 Act"). (b) Each Shareholder has read the Securities Reports. Axiom has made available to each Shareholder all documents that the Shareholders have requested relating to the Axiom Shares, and has provided answers to all of Shareholders' questions concerning the Axiom Shares. In addition, Shareholders have had an opportunity to discuss the Axiom Shares with representatives of Axiom and to ask questions of them. Without limiting the foregoing, each Shareholder understands and acknowledges that neither Axiom, Acquisition nor anyone acting on the behalf of either has made any representations or warranties other than those contained herein respecting Axiom or the future conduct of Axiom's business or of IDT's business, and no Shareholder has relied upon any representations or warranties other than those contained herein in the belief that they were made on behalf of Axiom. (c) Each Shareholder recognizes that receipt of Axiom Shares involves certain risks, including without limitation those set forth in the Registration Statement on Form S-1 that is one of the Securities Reports, and has sufficient knowledge to understand all such risks. (d) Each Shareholder is acquiring the Axiom Shares to be issued to such Shareholder without a view to any distribution or resale thereof, other than a distribution or resale that, in the opinion of counsel, which opinion is satisfactory to Axiom, may be made without violating the registration provisions of the 1933 Act or applicable securities laws of the jurisdiction in which such Shareholder resides. The Axiom Shares to be acquired by the Shareholders are "restricted securities" within the meaning of Rule 144 under the 1933 Act and have not been registered under the 1933 Act and therefore must be held indefinitely unless they are subsequently registered under the 1933 Act or an exemption from registration is available. (e) Each Shareholder understands that there shall be endorsed on the certificate evidencing the Axiom Shares delivered contemporaneously herewith a legend substantially similar to the following: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 1933 ACT'), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE RESTRICTED SECURITIES' AS DEFINED BY RULE 144 UNDER THE 1933 ACT. THE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE SHARES UNDER THE 1933 ACT, OR IN LIEU THEREOF, AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE ISSUER OF THE SHARES, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACTS." (f) Each Shareholder acknowledges that (i) such Shareholder is at least 21 years of age, (ii) such Shareholder has adequate means of providing for his current needs and personal contingencies, (iii) such Shareholder has no need for liquidity in the Axiom Shares acquired in connection herewith, (iv) such Shareholder maintains his domicile and is not a transient or temporary resident at the address shown below and (v) all of such Shareholder's investments in and commitments to non-liquid assets and similar investments are, and after such Shareholder's receipt of the Axiom Shares, will be, reasonable in relation to such Shareholder's net worth and current needs. (g) Each Shareholder understands that the Axiom Shares are being issued in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that Axiom and the principals and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of such Shareholder to acquire Axiom Shares.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) Seller is domiciled in and each Shareholder is a resident of the event Commonwealth of Pennsylvania, and Seller and each Shareholder is an "accredited investor" as that term is in Rule 501 of Regulation D under the holder of Securities Act. (b) Seller and each Shareholder has read the Securities Reports. Buyer has made available to Seller and each Shareholder all documents that Seller or any Shareholder has requested relating to the Buyer, the Shares received pursuant to and the Warrants, and any Common Stock issuable upon exercise of the Option Warrants (collectively the "Securities"), and has provided answers to Seller and all of the Shareholders' questions concerning the Buyer and the Securities. In addition, Seller and each Shareholder has had an opportunity to discuss the Buyer and the Securities with representatives of Buyer and to ask questions of them. Without limiting the foregoing, Seller and each Shareholder understands and acknowledges that neither Buyer nor anyone acting on its behalf has made any representations or warranties other than those contained herein respecting Buyer or the future conduct of Buyer's business or of Seller's business, and neither Seller nor any Shareholder has relied upon any representations or warranties other than those contained herein in the belief that they were made on behalf of Buyer. (c) Seller and each Shareholder recognizes that receipt of the Shares involves certain risks, including without limitation those set forth in the Registration Statement on the Form S-3 that is permitted one of the Securities Reports and has sufficient knowledge to sellunderstand all such risks. (d) Seller and each Shareholder is acquiring the Securities to be issued to it without a view to any distribution or resale thereof, transferother than a resale that, pledgein the opinion of Seller's counsel, hypothecatewhich opinion is satisfactory to Buyer, assign or otherwise dispose may be made without violating the registration provisions of such Shares, the holder may only do so pursuant to a registration statement under the Securities Act of 1933 (or applicable Pennsylvania securities laws. The Securities are "restricted securities" within the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions meaning of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, Securities Act and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have not been registered under the Securities Act and therefore must be held indefinitely unless they are subsequently registered under the Securities Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not is available. (e) Seller and each Shareholder understands that there shall be available unless (i) a public trading market then exists for endorsed on the certificate evidencing each share of Common Stock of issued pursuant to this Agreement or the Company, (ii) adequate information concerning the Company is then available Warrant delivered contemporaneously herewith a legend substantially similar to the publicfollowing: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and AS AMENDED (iii) other terms and conditions of Rule THE '1933 ACT'), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE 'RESTRICTED SECURITIES' AS DEFINED BY RULE 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the UNDER THE 1933 ACT. THE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE SHARES UNDER THE 1933 ACT, OR IN LIEU THEREOF, AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE ISSUER OF THE SHARES, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACTS."Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.

Securities Representations. If Upon the Committee determines that the law so requires, the holder exercise of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver prior to the Company a written statement, in a form satisfactory registration pursuant to the CompanySecurities Act of the Common Stock subject to the Option, representing the Executive will be deemed to acknowledge and warranting thatmake the following representations and warranties and any issuances of Common Stock by the Company shall be made in reliance upon the following express representations and warranties of the Executive: (a) shares of the Common Stock are being acquired for the Executive's own account and not with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any of such shares of Common Stock; (b) the Executive is aware that there are substantial risks in subscribing to purchase, and in purchasing, the shares of Common Stock; (c) representatives of the Company have answered any questions the Executive has asked about the Company and the Executive has received any additional information that he has requested; (d) the Executive has been advised that the shares of Common Stock have not been registered under the Securities Act on the ground that no distribution or public offering of the shares of Common Stock is to be effected (it being understood, however, that the shares of Common Stock are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and in this connection the Company is relying in part on the Executive's representations set forth in this Section; (e) in deciding to subscribe for the shares of Common Stock, the Executive has relied solely upon an independent investigation of the Company's business and upon consultation, to the extent deemed necessary by the Executive, with his legal and financial advisers with respect to that business and the nature of the investment and the Executive has not acted upon the basis of any other representations or warranties; (f) the Executive has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the purchase of the shares of Common Stock contemplated by this Agreement, and the Executive is able to bear the substantial economic risks of that investment and can afford a complete loss of that investment; (g) the Executive is an "accredited investor" (as defined in Regulation D promulgated under the Act); (h) in the event that the holder of Shares received pursuant to exercise of the Option Executive is permitted to sell, transfer, pledge, hypothecate, assign Transfer or otherwise dispose of such Sharesthe shares of Common Stock, the holder Executive may only do so pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Securities Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Sharesshares of Common Stock, and such certificates shall bear any required legends legends, until such time as the Shares shares of Common Stock evidenced by such certificates shall have been registered under the Securities Act or shall have been transferred Transferred in accordance with an opinion of counsel for the Company that such registration is not required; and; (bi) holder the Transfer of the shares of Common Stock have not been registered under the Securities Act, and the shares of Common Stock must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available and the Company is under no obligation to register the shares of Common Stock; (j) the Executive understands that the resale shares of Common Stock acquired upon exercise of the Shares Option are subject to restricted securities within the meaning of Rule 144 promulgated under the Securities Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock common stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions; and; (ck) holder has been advised the Executive understands that holder may there is no market, and there cannot be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and any assurance that holder may there will ever be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on a market, for the purchase and sale of securities the shares of Common Stock, and the shares of Common Stock will not be readily acceptable as collateral for loans; (l) the Executive is not a nonresident alien for the purpose of income taxation; and (m) the Executive is not relying upon any representation or warranty regarding the Company or the business of the Company imposed under in making the Securities Actdecision to purchase the shares of Common Stock and hereby acknowledges that the Company has disclaimed such representation or warranty whether arising by contract, law or otherwise and agrees that such disclaimer shall be effective.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) Each Seller is acquiring the Buyer Units for its own account and not with a view to, or for offer of resale in connection with, a distribution thereof, within the meaning of the Securities Act. In acquiring the Buyer Units, such Seller is not offering or selling, and will not offer or sell, for himself or itself in connection with any distribution of the Buyer Units, and such Seller does not have a participation in and will not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities Laws. (b) Each Seller is an “accredited investor” as such term is defined under Regulation D promulgated under the Securities Act. Additionally, each Seller acknowledges that he or it is able to fend for itself, can bear the economic risk of its investment in the event Buyer Units, and has such knowledge and experience in financial and business matters similar to the transaction described herein such that it is capable of evaluating the merits and risks of an investment in the Buyer Units. (c) Further, each Seller understands that such Buyer Units will not have been registered pursuant to the Securities Act or any applicable state securities Laws, that the holder of Shares received pursuant to exercise of Buyer Units, when issued, will be characterized as “restricted securities” under federal securities Laws, and that under such Laws and applicable regulations the Option is permitted to sell, transfer, pledge, hypothecate, assign Buyer Units cannot be sold or otherwise dispose disposed of such Shares, the holder may only do so pursuant to a without registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company exemption therefrom. Each such Seller represents that such registration and qualification are not required, and that the transaction (if he or it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance is familiar with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Securities Act; that , as currently in effect, and understands the exemption from registration under Rule 144 will not resale limitations imposed thereby and by the Securities Act. Stop transfer instructions may be available unless (i) a public trading market then exists issued to the transfer agent for the Common Stock securities of the Company, Buyer (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares a notation may be made only in limited amounts the appropriate records of the Buyer) in accordance connection with the Buyer Units issued hereunder. It is agreed and understood by such terms Seller that, should any certificate be issued representing any of the Buyer Units, each such certificate shall conspicuously set forth on the face or back thereof, in addition to any legends required by applicable Law or other agreement, a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE FIRST REGISTERED PURSUANT TO THAT ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS EAGLE ROCK ENERGY PARTNERS, L.P. RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. Each Seller represents and conditions; and (c) holder has been advised acknowledges that holder may be subject Buyer is issuing the Buyer Units pursuant to an exemption from the reporting registration requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements based on the purchase and sale of securities of representations provided by the Company imposed under the Securities ActSellers hereunder.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) in the event Seller recognizes that the holder ETHZilla Shares have not been registered under the Securities Act, nor under the securities laws of Shares received pursuant to exercise any state and, therefore, cannot be resold unless the resale of the Option ETHZilla Shares is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement registered under the Securities Act of 1933 or unless an exemption from registration is available, provided that ETHZilla has provided the Seller certain registration rights as described in Section 4.01 hereof; (b) Seller may not sell the "Act") ETHZilla Shares without registering them under the Securities Act and qualification under any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale; (c) Seller is acquiring the ETHZilla Shares for its own account for long-term investment and not with a view toward resale, fractionalization or pursuant division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require the sale or distribution of ETHZilla Shares. Seller agrees to set forth the terms of its ownership, record address and social security number/EIN on the Share Registration Form, a form of which is attached hereto as Exhibit B (the “Share Registration Form”); (d) Seller acknowledges that it is an opinion “accredited investor” as such term is defined in Rule 501 of counsel satisfactory Regulation D of the Securities Act; (e) Seller is aware of, has received and had an opportunity to review (A) (i) ETHZilla’s Annual Report on Form 10-K for the year ended December 31, 2024; and (ii) ETHZilla’s Quarterly Reports on Form 10-Q and current reports on Form 8-K from January 1, 2025, to the Company date of Seller’ entry into this Agreement (which filings can be accessed by going to ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/search/search.htm, typing “ETHZilla Corp” in the “Name, ticker symbol, or CIK” field, and clicking the “Submit” button), in each of case (i) and (ii), including the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of ETHZilla; (B) has, a reasonable time prior to the date of this Agreement, been given an opportunity to review material contracts and documents of ETHZilla and has had an opportunity to ask questions of and receive answers from ETHZilla’s officers and directors and has no pending questions as of the date of this Agreement; and (C) is not relying on any oral representation of ETHZilla or any other person, nor any written representation or assurance from ETHZilla; in connection with Seller’s acceptance of the ETHZilla Shares and investment decision in connection therewith. Seller acknowledges that due to its receipt of and review of the information described above, he, she or it has received similar information as would be included in a Registration Statement filed under the Securities Act; (f) Seller has such registration knowledge and qualification are experience in financial and business matters such that Seller is capable of evaluating the merits and risks of an investment in ETHZilla Shares and of making an informed investment decision, and does not requiredrequire a representative in evaluating the merits and risks of an investment in ETHZilla Shares; (g) Seller acknowledges that he, she or it is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including the ETHZilla Shares, and further acknowledges that ETHZilla is entering into this Agreement with Seller in reliance on this acknowledgment and with Seller’s understanding, acknowledgment and agreement that ETHZilla is privy to material non-public information regarding ETHZilla (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Seller, when making investment disposition decisions, including the decision to enter into this Agreement, and Seller’s decision to enter into this Agreement is being made with full recognition and acknowledgment that ETHZilla is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Seller. Seller hereby waives any claim, or potential claim, it has or may have against ETHZilla relating to ETHZilla’s possession of Non-Public Information. Seller has specifically requested that ETHZilla not provide it with any Non-Public Information. Seller understands and acknowledges that ETHZilla would not enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to ETHZilla in entering into this Agreement; (h) Seller has had an opportunity to ask questions of and receive satisfactory answers from ETHZilla, or any person or persons acting on behalf of ETHZilla, concerning the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions terms and conditions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Sharesthis Agreement and ETHZilla, and all such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall questions have been answered to the full satisfaction of Seller; (i) Seller recognizes that an investment in ETHZilla is a speculative venture. The ownership of ETHZilla Shares as an investment involves special risks; (j) Seller realizes that ETHZilla Shares cannot readily be sold until or unless they are registered under the Securities Act or shall have been transferred in accordance with an opinion of counsel for as contemplated by Section 4.01 hereof, as they will be restricted securities; and therefore the Company ETHZilla Shares must not be accepted unless Seller has liquid assets sufficient to assure that such registration is not required; andpurchase will cause no undue financial difficulties and Seller can provide for current needs and possible personal contingencies; (bk) holder understands Seller confirms and represents that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless it is able (i) a public trading market then exists for to bear the Common Stock economic risk of the Companyits investment, (ii) adequate information concerning the Company is then available to the publichold ETHZilla Shares for an indefinite period of time, and (iii) to afford a complete loss of its investment; (l) Seller has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in ETHZilla Shares for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, have determined that ETHZilla Shares are a suitable investment for it; (m) Seller has not become aware of and has not been offered ETHZilla Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other terms and conditions of Rule 144 communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any exemption therefrom are complied with; and seminar or meeting where, to Seller’s knowledge, those individuals that have attended have been invited by any sale such or similar means of the Shares may be made only in limited amounts in accordance with such terms and conditionsgeneral solicitation or advertising; and (cn) holder has been advised Seller confirms and acknowledges that holder may be subject to ETHZilla Shares will bear the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 following restrictive legend (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed or a similar legend), until or unless registered under the Securities Act: ‘‘THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.’’

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) Seller is an “accredited investor” as defined in the event that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement Rule 501(a) under the Securities Act of 1933 1933, as amended (the "“Securities Act"”, and each member of Seller is an accredited investor. (b) Seller understands that the Shares, the Warrant and qualification the Exercise Shares are “restricted securities” and that the sale of the Shares and the Warrant to Seller has not been registered under applicable state securities laws the Securities Act. (c) Seller is acquiring the Shares and the Warrant for its own account for investment only, has no present intention of distributing the Shares or the Warrant and has no arrangement or understanding with any other person regarding the distribution of the Shares or the Warrant (this representation and warranty not limiting Seller’s right to sell the Shares pursuant to an opinion of counsel satisfactory to the Company that such effective registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 statement under the Act or the Shares or the Warrant otherwise in accordance with an exemption from registration under the Securities Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing ). (d) Seller recognizes that the Shares, the Warrant and such certificates shall bear any required legends until such time as the Exercise Shares evidenced by such certificates shall have been cannot be resold unless they are subsequently registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that exemption from such registration is not required; andavailable. (be) holder Seller understands and agrees that the resale of Warrant and all certificates evidencing the Shares are subject to Rule 144 promulgated under the Act; be issued to Seller and that the exemption from registration under Rule 144 Exercise Shares will not be available unless bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (iTHE “ACT”) a public trading market then exists for the Common Stock of the CompanyOR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, (ii) adequate information concerning the Company is then available to the publicOFFERED FOR SALE, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities ActPLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS OR, IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

Securities Representations. If AvStar believes that it is familiar with the Committee determines that business and financial condition, properties, operations and prospects of Pangea, has been given full access to all material information concerning the law so requirescondition, properties, operations and prospects of Pangea, and it has had an opportunity to ask such questions of, and to receive such information from, Pangea as it has desired and to obtain any additional information necessary to verify the holder accuracy of the Option granted hereunder shallinformation and data received; it has such knowledge, upon any exercise or conversion thereofskill and experience in business, execute financial and deliver to investment matters so that it is capable of evaluating the Company a written statementmerits and risks of an acquisition of the shares of the Pangea Series A Preferred Stock being acquired pursuant hereto; it has reviewed its financial condition and commitments and that, in a form satisfactory to the Companybased on such review, representing and warranting that: it is satisfied that it (a) in the event that the holder has adequate means of Shares received pursuant providing for contingencies, (b) has no present or contemplated future need to exercise dispose of all or any of shares of the Option Pangea Series A Preferred Stock being acquired pursuant hereto to satisfy existing or contemplated undertakings, needs or indebtedness, (c) is permitted to sellcapable of bearing the economic risk of the ownership of shares of the Pangea Series A Preferred Stock being acquired pursuant hereto for the indefinite future, transferand (d) has assets or sources of income which, pledgetaken together, hypothecateare more than sufficient so that it could bear the loss of the entire value of shares of the Pangea Series A Preferred Stock being acquired pursuant hereto; it is acquiring shares of the Pangea Series A Preferred Stock being acquired pursuant hereto solely for its own beneficial account, assign for investment purposes, and not with a view to, or otherwise dispose for resale in connection with, any distribution of such Shares, shares of the holder may only do so Pangea Series A Preferred Stock being acquired pursuant to a registration statement hereto; it understands that shares of the Pangea Series A Preferred Stock being acquired pursuant hereto has not been registered under the Securities Act of 1933 (the "Act") and qualification under applicable or any state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books therefore shares of the Company respecting the certificates evidencing the Shares, Pangea Series A Preferred Stock being acquired pursuant hereto is "restricted" under such laws; and such certificates shall bear it has not offered or sold any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion portion of counsel for the Company that such registration is not required; and (b) holder understands that the resale shares of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Pangea Series A Preferred Stock being acquired pursuant hereto and has no present intention of reselling or otherwise disposing of any portion of shares of the Company, (ii) adequate information concerning Pangea Series A Preferred Stock being acquired pursuant hereto either currently or after the Company is then available to passage of a fixed or determinable period of time or upon the public, and (iii) other terms and conditions occurrence or non-occurrence of Rule 144 any predetermined event or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Actcircumstance.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) Purchaser acknowledges that that there has been made available to Purchaser the opportunity to obtain additional information to evaluate the merits and risks of an investment in the event that Purchased Shares. Purchaser has had the holder of Shares received pursuant opportunity to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not requiredask questions of, and that has received satisfactory answers from, Sellers concerning the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books business of the Company respecting and its Subsidiaries. No oral representations have been made or oral information furnished to Purchaser's advisors in connection with the certificates evidencing Purchased Shares. (b) Purchaser understands and acknowledges that (i) the Shares, and such certificates shall bear any required legends until such time as the Purchased Shares evidenced by such certificates shall have not been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanySecurities Laws, (ii) adequate information concerning that the Company is then available Purchased Shares are being sold to the publicPurchaser pursuant to exemptions from registration requirements under the Securities Laws, and (iii) other terms and conditions of Rule 144 or any exemption therefrom that Sellers are complied with; and that any sale of relying on the Shares may be made only Purchaser's representations set forth in limited amounts this Agreement in accordance with such terms and conditions; andentering into this Agreement. (c) holder Purchaser understands and acknowledges that no federal or state agency has been advised recommended or endorsed the purchase of the Purchased Shares. (d) Purchaser understands and acknowledges that holder may there will be subject no public market for the Purchased Shares, that there will be restrictions on the transferability of the Purchased Shares and that Sellers will not be able to readily liquidate an investment in the Purchased Shares. (e) Purchaser is acquiring the Purchased Shares solely for its own account, for investment, and not with a view to the reporting requirements distribution or resale thereof, and Purchaser has no present intention, agreement, understanding or arrangement to sell, assign, transfer, hypothecate or otherwise dispose of Section 16(a) all or any part of the Securities Exchange Act Purchased Shares or any interest therein. (f) Purchaser, together with its financial advisors, have such knowledge and experience in financial, tax, business and investment matters so as to enable Purchaser to utilize the information made available to Purchaser concerning the Company, evaluate the merits and risks of 1934 an investment in the Purchased Shares and to make an informed investment decision with respect to the Purchased Shares. (g) Purchaser understands and acknowledges that the "Securities Act") Company has only recently been organized, has only a short financial and operating history and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of investment in the Company imposed under the Securities Actinvolves significant risks.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) Sellers acknowledge that there has been made available to Sellers the opportunity to obtain additional information to evaluate the merits and risks of an investment in the event Consideration Stock. Sellers have had the opportunity to ask questions of, and has received satisfactory answers from, representatives of Purchaser concerning the business of Purchaser. No oral representations have been made or oral information furnished to Sellers or Sellers' advisors in connection with the Consideration Stock. (b) Sellers understand and acknowledge that (i) the holder shares of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement Consideration Stock have not been registered under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required1933, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 amended (the "Securities Act"), and applicable state securities laws (collectively, the "Securities Laws"), (ii) and that holder may be subject the Consideration Stock is being sold to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting the Sellers pursuant to exemptions from registration requirements on the purchase and sale of securities of the Company imposed under the Securities ActLaws, and (iii) that Purchaser is relying on Sellers' representations set forth in this Agreement in entering into this Agreement. (c) Sellers understand and acknowledge that no federal or state agency has recommended or endorsed the purchase of the Consideration Stock. (d) Sellers understand and acknowledge that there will be no public market for the Consideration Stock, that there will be restrictions on the transferability of the Consideration Stock and that Sellers will not be able to readily liquidate an investment in the Consideration Stock. (e) Sellers are acquiring the Consideration Stock solely for their own account, for investment, and not with a view to the distribution or resale thereof, and Sellers have no present intention, agreement, understanding or arrangement to sell, assign, transfer, hypothecate or otherwise dispose of all or any part of the Consideration Stock or any interest therein. (f) Sellers each meet the requirements of at least one of the suitability standards for an "accredited investor" set forth on the Accredited Investor Certification attached hereto as Exhibit C. --------- (g) Sellers, together with their financial advisors, have such knowledge and experience in financial, tax, business and investment matters so as to enable Sellers to utilize the information made available to Sellers concerning the Purchaser, evaluate the merits and risks of an investment in the Consideration Stock and to make an informed investment decision with respect to the Consideration Stock. (h) Sellers understand and acknowledge that Purchaser has only recently been organized, has only a short financial and operating history and that investment in the Purchaser involves significant risks.

Securities Representations. If Each GS Purchaser purchasing Initial Notes on the Committee determines that the law so requiresClosing Date or Committed Notes on any Subsequent Closing Date, severally and not jointly, represents and warrants to, and agrees with, the holder Issuer as of the Option granted hereunder shallClosing Date or such Subsequent Closing Date, upon any exercise or conversion thereofas applicable, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (ai) It is either: (A) a Qualified Institutional Buyer, (B) an institutional accredited investor (as such term is defined in Rule 501(a)(1), (2), (3) or (7)) or (C) a non- U.S. Person (as such term is defined in Regulation S under the event Securities Act) and will not acquire the Securities for the account or benefit of any U.S. Person; (ii) It is acquiring the applicable Securities for its own account, for investment purposes only and not with a view to any distribution thereof that would not otherwise comply with the Securities Act; and (iii) It (A) understands that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement applicable Securities have not been registered under the Securities Act and the Securities are being issued by the Issuer in transactions exempt from the registration requirements of 1933 the Securities Act and (B) agrees that all or any part of the "Act") and qualification applicable Securities may not be offered or sold except pursuant to effective registration statements under applicable state securities laws the Securities Act or pursuant to an opinion of counsel satisfactory to the Company that such applicable exemptions from registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, Securities Act and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance compliance with an opinion of counsel for the Company that such registration is not required; andapplicable state laws; (biv) holder It understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under afforded by Rule 144 will not be available unless (ithe provisions of which are known to such GS Purchaser) a public trading market then exists for promulgated under the Common Stock Securities Act depends on the satisfaction of the Company, (ii) adequate information concerning the Company is then available to the publicvarious conditions, and (iii) other terms and conditions of that, if applicable, Rule 144 or any exemption therefrom are complied with; and that any sale of may afford the Shares may be made basis for sales only in limited amounts amounts; (v) Except as disclosed, it did not employ any broker or finder in accordance connection with the transactions contemplated in this Agreement and no fees or commissions are payable to such terms GS Purchaser (it being understood and conditionsagreed that the Initial Closing Payment and the Committed Notes Closing Payment do not constitute a fees or commission); (vi) Either (1) the source of funds to be used by such GS Purchaser to pay the purchase price of the applicable Securities does not include assets of any employee benefit plan (other than a plan exempt from the coverage of ERISA) or plan or any other entity the assets of which consist of “plan assets” of employee benefit plans or plans as defined in Department of Labor regulation Section 2510.3-101, as amended by Section 3(42) of ERISA (the “Plan Asset Regulation”) or (2) its purchase and holding of the Securities or any interest therein shall not result in a non-exempt prohibited transaction under ERISA or section 4975 of the Code. As used in this clause (vi), the term “employee benefit plan” shall have the meaning assigned to such term in Section 3(3) of ERISA, and the term “plan” shall have the meaning assigned thereto in Section 4975(e)(1) of the Code; and (cvii) holder has been advised that holder may be subject It either (A) is, and for so long as it holds any Securities, will be, a “venture capital operating company” or wholly owned by a “venture capital operating company” or (B) does not have, and for so long as it holds any Securities, will not have, “significant equity participation” by benefit plan investors pursuant to the reporting requirements of Section 16(a) of Plan Asset Regulation. The term “venture capital operating company” shall have the Securities Exchange Act of 1934 (meaning assigned to such term in the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities ActPlan Asset Regulation.

Securities Representations. If the Committee determines Each Seller hereby confirms that the law so requires, securities to be acquired by the holder of the Option granted Sellers hereunder shall, upon any exercise or conversion thereof, execute and deliver (subject to the Company terms and conditions herein) will be acquired for investment for the Seller’s own account, not as a written statementnominee or agent, in and not with a form satisfactory view to the Companyresale or distribution of any part thereof (other than pursuant to the registration statement contemplated hereby), representing and warranting that: (a) in the event that the holder Seller has no present intention of Shares received selling, granting any participation in, or otherwise distributing the same (other than pursuant to exercise of the Option is permitted registration statement contemplated hereby). Each Seller further represents that the Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfertransfer or grant participations to such Person or to any third Person, pledge, hypothecate, assign or otherwise dispose with respect to any of such Sharessecurities. Each Seller understands that the securities to be acquired, subject to the holder may only do so pursuant to a registration statement terms and conditions herein, have not been, and until registered in compliance with this Agreement, will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of 1933 (the "Act") investment intent and qualification the accuracy of the Seller’s representations as expressed herein. The Seller understands that, until registered in compliance with this Agreement, the securities are “restricted securities” under applicable U.S. federal and state securities laws or and that, pursuant to these laws, the Seller must hold the securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an opinion of counsel satisfactory to the Company that exemption from such registration and qualification are not required, and requirements is available. The Seller acknowledges that Purchaser has no obligation to register or qualify the securities for resale except as set forth in this Agreement. The Seller understands that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Sharesmay, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with this Agreement, be notated with a customary Securities Act legend. Each Seller represents that he is an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to accredited investor as defined in Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a501(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed Regulation D promulgated under the Securities Act.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) Neither of the Shareholders is an "accredited investor" as defined in Rule 501(a) under the Securities Act. (b) Each of the Shareholders is acquiring the Shares for his own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the Securities Act. (c) Each of the Shareholders has had adequate opportunity to obtain from representatives of the Buyer such information about the Buyer as is necessary for the undersigned to evaluate the merits and risks of its acquisition of the Shares. (d) Each of the Shareholders has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the event acquisition of the Shares and to make an informed investment decision with respect to such acquisition. (e) Each of the Shareholders understands that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement have not been registered under the Securities Act of 1933 (and are "restricted securities" within the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions meaning of Rule 144 under the Securities Act. ; and the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available. (f) A stop-transfer order legend substantially in the following form will be placed on the books of the Company respecting the certificates evidencing certificate(s) representing the Shares: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanyAS AMENDED, (ii) adequate information concerning the Company is then available to the publicAND MAY NOT BE SOLD, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) Each Seller and the Stockholder are "accredited investors" within the meaning of the Securities Act. Each of the Sellers and the Stockholder has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the investment in the event that Common Stock issued to the holder Sellers in the name of Shares received the Stockholder by the Parent pursuant to exercise this Agreement and is financially able to undertake the risks involved in such an investment. Each of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose Sellers and the Stockholder further understands that (i) the shares of such Shares, the holder may only do so Common Stock issued pursuant to this Agreement have not been registered under the Securities Act, or any state securities law by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) and Regulation D promulgated thereunder and an exemption under the applicable state securities law and (ii) such shares must be held indefinitely unless a registration statement covering the resale of such shares is effective under the Securities Act and such state law or unless an exemption from registration under the Securities Act and such state law is available. (b) Each Seller and the Stockholder agree that Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933 1933, as amended (the "Act"), or (ii) the Parent first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Parent and qualification which may be counsel to the Parent, to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate representing Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under applicable state the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated without the consent of SatCon Technology Corporation and unless and until such securities laws are registered under such Act or pursuant to an opinion of counsel satisfactory to SatCon Technology Corporation is obtained to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company effect that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and." (c) holder The Parent has been advised that holder may be subject granted the Sellers and the Stockholder and their attorneys or other representatives access to all information about the Parent which the Sellers and the Stockholder have requested; and the Sellers, the Stockholders and their attorneys or other representatives have had the opportunity to ask questions of, and receive answers from, representatives of the Parent concerning such information and the Parent's financial condition and prospects. (d) The principal office of the Sellers and the place at which the decision by the Sellers and the Stockholder to participate in this Agreement and the transactions contemplated hereby was made is located at the address appearing next to the reporting requirements of Seller's and the Stockholders' names in Section 16(a) 14 hereof. 3. Representations of the Securities Exchange Act of 1934 (Buyer and the "Securities Act") Parent ------------------------------------------- The Buyer and that holder may be subject the Parent jointly and severally represents and warrants to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions the Sellers and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.Stockholders as follows:

Securities Representations. If the Committee or Board determines that the law so requires, the holder of the Restricted Stock granted hereunder and the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) the holder has been advised that holder may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933 (the "Act") and in this connection the Company is relying in part on the holder's representations set forth in this Section; (b) the holder understands that the Restricted Stock and Shares received on any exercise of the Option must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to such Shares and the Company is under no obligation to register such Shares (or to file a "re-offer prospectus"), except as otherwise permitted herein; (c) the holder understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Shares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144, or any exemption therefrom are complied with and that any sale of the Restricted Stock or Shares acquired pursuant to the Option may be made only in limited amounts in accordance with such terms and conditions; (d) Shares acquired pursuant to the Option and/or the Restricted Stock are for the holder's own account and not acquired or obtained with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any such Shares; (e) in the event that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Sharesthe Shares acquired pursuant to the Option or the Restricted Stock, the holder may only do so pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are is not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate complies with the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting with respect to the certificates evidencing the SharesShares acquired pursuant to the Option or the Restricted Stock, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for satisfactory to the Company that such registration is not required; and; (bf) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that the holder may be subject to insi▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute The Lender hereby represents and deliver warrants to the Company a written statement, Borrower that (i) it is an “accredited investor” as such term is defined in a form satisfactory to the Company, representing and warranting that: (aRule 501(a) in the event that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement Regulation D promulgated under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), (ii) and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and it understands that the transaction Note and the shares underlying the Note (if it involves a sale in collectively, the over-the-counter market or on a securities exchange“Securities”) does have not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Securities Act or shall have been transferred by reason of a claimed exemption under the provisions of the Securities Act that depends, in accordance with an opinion of counsel part, upon the Lender’s investment intention; in this connection, the Lender hereby represents that it is purchasing the Securities for the Company Lender’s own account for investment and not with a view toward the resale or distribution to others, (iii) the Lender, if an entity, further represents that it was not formed for the purpose of purchasing the Securities, (iv) the Lender acknowledges that the issuance of the Note has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the issuance of the Note is intended to be exempt from the registration requirements of Section 4(2) of the Securities Act and Rule 506 of Regulation D, (v) the Lender agrees not to sell, pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the publicavailable, and (iiivi) other the Lender acknowledges receipt and careful review of the Note, the Borrower’s filings with the SEC (including, without limitation, any risk factors included in the Borrower’s Annual Report on Form 10-K for year ended December 31, 2011), and any documents which may have been made available upon request as reflected therein, and hereby represents that it has been furnished by the Borrower with all information regarding the Borrower, the terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale any additional information that the Borrower has requested or desired to know, and has been afforded the opportunity to ask questions of securities and receive answers from duly authorized officers or other representatives of the Company imposed under Borrower concerning the Securities ActBorrower and the terms and conditions of the purchase.

Securities Representations. If (1) The Vendor acknowledges that Purchaser is a reporting company in Canada and the Committee determines United States and therefore files information with the Ontario Securities Commission and with the Securities and Exchange Commission in the United States ("Public Information"). The Vendor represents that it has reviewed the Public Information and is fully familiar with Purchaser's current business and future prospects. All statements, facts, representations, projections, descriptions, estimates, opinions, views, expectations, plans, observations, analyses, judgments, forecasts, assessments, warranties, and assumptions set forth in the Public Information are subject to, and qualified in their entirety by, this Agreement. (2) The Vendor acknowledges that the law so requiresPurchaser has made available to it all requested documents and records in its possession, and has offered to the holder Vendor an opportunity to discuss this transaction with the Purchaser and/or representatives of the Option granted hereunder shallPurchaser and obtain any additional information necessary to verify the accuracy of any information furnished. The Vendor acknowledges that no information furnished by the Purchaser constitutes investment, accounting, legal or tax advice. The Vendor is relying solely upon itself and its professional advisors, if any, for such advice. (3) The Vendor has relied solely upon its own independent investigation in making a decision to sell the Purchased Shares for the Consideration Shares. The Consideration Shares are speculative investments which involve a substantial degree of risk with no assurance of any exercise or conversion thereof, execute income from such investments and deliver the possibility that such Consideration Shares may become worthless. The Purchasers acknowledges that the Consideration Shares are not traded on any stock exchange in the United States and that there is only a limited market for the Consideration Shares in the United States. The Vendor must therefore be prepared to bear the Company a written statement, in a form satisfactory to economic risks of owning the Company, representing and warranting that:Consideration Shares for an indefinite period. (4) The Vendor acknowledges that (a) the Consideration Shares are not being registered under the laws of any jurisdiction and are being sold pursuant to an exemption from registration set forth in the event Securities Act of 1933, as amended, (the "Securities Act") and (b) Purchaser has not furnished the Vendor with all information that would be included in the applicable registration statement if the Consideration Shares were offered and registered under the Securities Act. (5) The Vendor represents that the holder of Consideration Shares received pursuant to exercise will be acquired solely for the account of the Option is permitted Vendor, solely for investment purposes and not with a view to resale or distribution, and that no other person has, or will acquire, any direct or indirect interest in the Consideration Shares. The Vendor has no contract, undertaking, agreement or arrangement with any person to sell, transfertransfer or pledge to such person, pledgeor anyone else, hypothecatethe Consideration Shares, assign or otherwise any interest therein, and the Vendor has no plans to enter into any such contract, undertaking, agreement or arrangement. The Vendor understands that he may not dispose of such the Consideration Shares, or any part thereof, or any interest therein, unless and until legal counsel for Purchaser shall have provided its written opinion that the holder may intended disposition does not violate the law of any jurisdiction. The Vendor acknowledges that the Consideration Shares are non-transferable, that it will not be possible for the Vendor to liquidate the Consideration Shares readily in case of an emergency and, therefore, must bear the financial risk of owning the Consideration Shares investment for an indefinite period. (6) The Vendor is knowledgeable and experienced in making and evaluating investments. The investments of the Vendor in, and their commitments to, all non-liquid investments (including an investment in Purchaser) are reasonable in relation to their respective net worths, and the Vendor has the ability to bear the financial risk of an investment in Purchaser. (7) The Vendor will indemnify and hold Purchaser, its affiliates, and representatives, harmless from and against any and all loss, liability, cost, damage, expense (including attorney's fees and expenses) and claims arising out of, in connection with or resulting (i) from the sale or distribution of any Consideration Shares by the Vendor in violation of any applicable law, rule or regulation, and (ii) any misrepresentation by the Vendor or any breach of any warranties herein or any covenants or agreements set forth herein. (8) The Vendor understands and acknowledges that no federal or state agency, governmental authority, regulatory body, stock exchange or other entity in the United States, or any other jurisdiction, has made any finding or determination as to the merits of the Consideration Shares, nor have any such agencies, governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Consideration Shares. (9) The Vendor represents, warrants, and acknowledges that (a) the Consideration Shares were not offered or distributed to the Vendor through an advertisement in printed media of general and regular paid circulation, radio or television, and (b) they did not attend any seminars or meetings regarding this transaction, in which the attendees were invited by any general solicitation or general advertising. (10) The Vendor is an "Accredited Investor" as such term is defined in Rule 501(a) under the Securities Act as set forth at Schedule 2.8 hereto. (11) The Vendor understands and acknowledges that the Consideration Shares are "restricted securities," as defined by the Securities Act, and agree to resell the Securities only do so (a) pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws , or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder understands pursuant to a written opinion of legal counsel for Purchaser stating that the such resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption is exempt from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Actregistration.

Securities Representations. If the Committee determines (a) Sellers acknowledge and agree that the law so requires, the holder Buyer Shares will bear one or more of the Option granted hereunder shallfollowing legends, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting thatas appropriate: (ai) in SELLER UNDERSTANDS THE SPECULATIVE NATURE OF AND RISK INVOLVED IN RECEIVING BUYER SHARES (AS DEFINED THEREIN) AS CONSIDERATION UNDER THE SHARE PURCHASE AGREEMENT, DATED APRIL 12, 2022; and/or (ii) THE BUYER SHARES (AS DEFINED IN THE SHARE PURCHASE AGREEMENT, DATED APRIL 12, 2022 (THE “SPA”)) RECEIVED BY SELLER AS CONSIDERATION UNDER THE SPA WERE ISSUED TO IT IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT (“REGULATION S”) AND THAT BUYER IS RELYING UPON THE TRUTH AND ACCURACY OF THE REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF EACH SELLER SET FORTH THEREIN IN ORDER TO DETERMINE THE APPLICABILITY OF SUCH EXEMPTIONS AND THE SUITABILITY OF EACH SELLER TO ACQUIRE THE BUYER SHARES. (b) If Seller has chosen to do so, Seller has been represented by such legal and tax counsel and other professionals, each of whom has been personally selected by Seller, as Seller has found necessary to consult concerning the event that the holder receipt of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Buyer Shares, and such certificates shall bear representation has included an examination of all applicable documents and an analysis of all tax, financial, and securities law aspects thereof deemed to be necessary. Seller, together with Seller’s counsel, Seller’s advisors, and such other Persons, if any, with whom Seller has found it necessary or advisable to consult, have sufficient knowledge and experience in business and financial matters to evaluate the information set forth in the Transaction Documents and the risks associated with the Buyer Shares and to make an informed decision with respect thereto. Further, Seller has been given the opportunity for a reasonable time period prior to the date hereof to ask questions of, and receive answers from, Buyer, or its representatives concerning the Buyer Shares and has been given the opportunity for a reasonable time period prior to the date hereof to verify the accuracy thereof. (c) With respect to the United States federal, state and foreign tax aspects of Seller’s receipt of Buyer Shares hereunder, Seller is relying solely upon the advice of Seller’s own tax advisors, and/or upon Seller’s own knowledge with respect thereto. (d) Seller has not relied, and will not rely upon, any required legends until such time information with respect to Buyer Shares other than the information contained herein and information that is publicly available. (e) Seller understands that no Person has been authorized to make representations or to give any information or literature with respect to Buyer Shares that is inconsistent with the information that is set forth herein or that is publicly available. (f) Seller understands that, other than as the Shares evidenced by such certificates shall provided herein, no covenants, representations or warranties have been registered under authorized by or will be binding upon Buyer, with regard to the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; andBuyer Shares. (bg) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless Such Seller is either: (i) a public trading market then exists for the Common Stock of the Company, “sophisticated investor” (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of as described in Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a506(b)(2)(ii) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed Regulation D promulgated under the Securities Act.) and/or an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act), such Seller is a “sophisticated investor” and/or an “accredited investor,” as applicable; or (ii) (1) not a U.S. Person (as defined in in 17 CFR 230.902(k); and

Securities Representations. If (a) Parent is an "accredited investor" within the Committee determines that the law so requires, the holder meaning of the Option granted hereunder shallSecurities Act. Parent has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the investment in the SatCon Shares and is financially able to undertake the risks involved in such an investment. Parent understands that (i) the SatCon Shares have not been registered under the Securities Act, upon or any exercise or conversion thereof, execute and deliver to the Company a written statement, state securities law by reason for their issuance in a form transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) and Regulation D promulgated thereunder and an exemption under the applicable state securities law and (ii) such SatCon Shares must be held indefinitely unless a registration statement covering the resale of such shares is effective under the Securities Act and such state law or unless an exemption from registration under the Securities Act and such state law is available. (b) Parent agrees that SatCon Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Buyer first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyParent and which may be counsel to the Buyer, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. The SatCon Shares may be pledged and transferred to Key Bank, N.A. in connection with the Parent's credit facility. Each certificate representing and warranting that: (a) SatCon Shares shall bear a legend substantially in the event that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933 (1922, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated without the "Act") consent of SatCon Technology Corporation and qualification unless and until such securites are registered under applicable state securities laws such Act or pursuant to an opinion of counsel satisfactory to SatCon Technology Cororation is obtained to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company effect that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and." (c) holder The Buyer has been advised granted the Parent and its attorneys or other representatives access to all information about the Buyer which Parent has requested; and the Parent has had the opportunity to ask questions of, and receive answers from, representatives of the Buyer to ask questions of, and receive answers from, representatives of the Buyer concerning such information and the Buyer's financial condition and prospects. (d) The principal office of the Parent and the place at which the decision by the Parent to participate in this Agreement and the transactions contemplated hereby was made is located in New York. Any information furnished in the schedules of the Parent, Company or U.K. Subsidiary (a "Disclosure Schedule") shall be deemed to modify all of the Parent's representations and warranties. The inclusion of any information in the Disclosure Schedule shall not be deemed to be an admission or acknowledgment, in and of itself, that holder may such information is required by the terms hereof to be subject disclosed, is material to the reporting requirements Disclosure Schedule, has or would have a material adverse effect. For purposes of Section 16(a) this Agreement, the terms "to the best of the Securities Exchange Act Company's knowledge," "to the best of 1934 (the Parent's knowledge," "Securities Actknown by the Company," ") and that holder may be subject known to insithe Parent" or other words of similar meaning shall mean the actual knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇trictions ▇▇ ▇▇▇▇▇▇▇ without any obligation of investigation, and reporting requirements on shall not refer to the purchase and sale knowledge of securities of the Company imposed under the Securities Actany other person or entity.

Securities Representations. If (a) The Stock Purchase Warrant and Promissory Note are being acquired by the Committee determines Seller solely for his own account for investment and not with a view to the distribution or transfer thereof, and Seller acknowledges and understands that the law so requires, Stock Purchase Warrant and Promissory Note will bear a legend in substantially the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting thatfollowing form: (ai) For Stock Purchase Warrant: NEITHER THIS STOCK PURCHASE WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE STOCK PURCHASE WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES ACT AND CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACTS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE. (ii) For Promissory Note: THE PROMISSORY NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES ACT AND CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACTS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE. (b) Seller represents and warrants as follows: (i) Seller confirms that Buyer has made available to him or to his representatives the opportunity to ask questions of Buyer's officers and directors and to acquire such information about the Stock Purchase Warrant and the Promissory Note and the business and financial condition of Buyer as Seller requested, which additional information has been received. (ii) In deciding to acquire the Stock Purchase Warrant and Promissory Note pursuant to this Agreement, each Seller has consulted with his own respective legal, financial, and tax advisors with respect to the Agreement and the nature of the investment together with any additional information provided under subsection (i) above. (iii) Seller has adequate means of providing for his current needs and personal contingencies and has no need for liquidity in his investment in Buyer. Seller, either alone or with his representatives, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the Agreement. (iv) Each Seller understands and acknowledges that the investment in the event Stock Purchase Warrants and Promissory Notes is a speculative investment which involves a high degree of risk of loss of Seller's investment therein; that there are substantial restrictions on the holder of Shares received pursuant to exercise transferability of the Option Stock Purchase Warrant and Promissory Note under the applicable provisions of the Securities Act and the rules and regulations promulgated thereunder and applicable state securities or "blue sky" laws; and, accordingly, that it may not be possible to liquidate an investment in the Stock Purchase Warrant or Promissory Note. (v) Seller has been advised and understands that (i) the issuance of the Stock Purchase Warrant and Promissory Note has not been registered under the Securities Act; (ii) the Stock Purchase Warrant must be held indefinitely and the Seller must continue to bear the economic risk of the investment in the Stock Purchase Warrant until the offer or sale of the Stock Purchase Warrant is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement subsequently registered under the Securities Act of 1933 (the or any "Act") and qualification under applicable state securities blue sky" laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that exemption from such registration is not requiredavailable; and (biii) holder understands that the resale Promissory Note is subject to Subordination Agreements and as such must be held until payment on such Promissory Note is permitted by the Subordination Agreements and the terms of such Promissory Note and the Seller must continue to bear the economic risk of the Shares are subject to investment in the Promissory Note until such payment on the Promissory Note is permitted by the Subordination Agreements and the terms of such Promissory Note; (iv) Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will Securities Act is not be presently available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available with respect to the publicsale of any securities of Buyer, including the Stock Purchase Warrant and Promissory Note, and (iii) other when and if the Stock Purchase Warrant or Promissory Note may be disposed of without registration in reliance on Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144 or any exemption therefrom are complied withsuch Rule; (v) the restrictive legends described in paragraph (a) shall be placed on the Stock Purchase Warrant and Promissory Note; and that any sale of the Shares may (vi) a notation shall be made only in limited amounts in accordance with such terms the appropriate records of Buyer indicating that the Stock Purchase Warrant and conditions; and (c) holder has been advised that holder may be Promissory Note are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements restrictions on the purchase and sale of securities of the Company imposed under the Securities Acttransfer.

Securities Representations. If (i) The Sellers understand that any portion of the Committee determines Purchase Price that may be comprised of the Common Stock will not, when issued, be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any United States state securities laws on the grounds that the law so requiresissuance of the Common Stock is exempt from registration under such laws pursuant to Section 4(2) of the Securities Act and applicable state securities laws, and that the reliance of the Purchasers and S▇▇▇▇ on such exemptions is predicated in part on the representations, warranties, covenants and acknowledgments of the Sellers set forth in this Section. (ii) The Sellers represent and warrant that they are “accredited investors” or “sophisticated investors” as defined under the Securities Act. (iii) The Sellers represent and warrant that the Common Stock to be acquired by the Sellers upon consummation of the transactions described in this Agreement will be acquired by them for their own accounts, not as a nominee or agent, and without a view to resale or other distribution within the meaning of the Securities Act and the rules and regulations thereunder, and that the Sellers will not distribute any of the Common Stock in violation of the Securities Act. Cid and Sahade acknowledge that the certificates representing the Common Stock shall bear restrictive legends in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAWS. (iv) In addition, Cid and Sahade acknowledge that the Common Stock shall bear any legend required by the securities or “Blue Sky” laws of any state where the Sellers reside as well as any other legend deemed appropriate by S▇▇▇▇ or its counsel. (v) The Sellers represent and warrant that the addresses set forth in the introductory paragraph of this Agreement are the Sellers’ principal residences. (vi) Cid and Sahade acknowledge that (i) the Common Stock issued to them may not be resold into or through the United States Nasdaq Stock Market (the stock market on which the Common Stock is currently listed for trading) for a period of one year after the date hereof, and (ii) that, until the second anniversary of the date hereof, the holder of Common Stock issued to them may only be resold into or through the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) in the event that the holder of Shares received United States Nasdaq Stock Market pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement Rule 144 under the Securities Act of 1933 (the "Act") in limited amounts and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion the terms and conditions of counsel for the Company that Rule and that in such registration cases where Rule 144 is not required; and (b) holder understands that applicable, compliance with some other exemption from the resale registration requirements of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 Securities Act will not be available unless (i) a public trading market then exists required in order for the Common Stock to be sold. (vii) Cid and Sahade represent and warrant to the Purchasers and S▇▇▇▇ that they, either alone or together with the assistance of their professional advisors, have such knowledge and experience in financial and business matters such that they are capable of evaluating the merits and risks of their investment in any of the Company, Common Stock to be acquired by them upon consummation of the transactions described in this Agreement. (iiviii) adequate information Cid and Sahade acknowledge that they have had the opportunity to ask questions of and receive answers from S▇▇▇▇ concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; their investment in the Common Stock, and they have received to their satisfaction, such additional information, in addition to that any sale set forth herein, about the operations of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insiS▇▇▇▇ and the terms and conditions of the offering as they have requested. Cid and Sahade acknowledge that they have had full access to the reports of S▇▇▇▇ filed with the United States Securities and Exchange Commission, including its most recent Form 10-Q Quarterly Report for the quarter ended March 31, 2006, and Form 10-K Annual Report for the year ended December 31, 2005, through the SEC’s website at w▇▇.▇▇▇.▇▇▇/▇▇▇-▇▇▇/▇▇▇▇▇▇▇ -▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act▇▇?▇▇▇▇▇▇=getcompany& CIK=0001010612&owner=include&count=40.

Securities Representations. If the Committee determines that the law so requiresEach of Holders hereby represent and warrant to ONVC as follows: (1) each of Holders may not qualify as an "Accredited Investor", the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver as such term is defined in Rule 501(a) to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) in the event that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required1933, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 amended (the "Securities Act") and that holder may be subject but each of Holders is acquiring the Restricted Shares for their own account without any view to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements or for their resale or distribution, all as et forth herein; (2) each of Holders' address as set forth on the purchase Transfer Power is each of Holders' true and sale correct residence and each of securities Holders has no present intention of becoming a resident of any other state or jurisdiction; (3) the Restricted Shares are being acquired solely for each of Holders' own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision, or fractionalization thereof and each of Holders has no present plans to enter into any contract, undertaking, agreement, or arrangement relating thereto; (4) each of Holders understands that none of the Company imposed Restricted Shares have been or will be registered under the Securities Act, that each of Holders has no rights to require that the Restricted Shares be registered under the Securities Act or any state securities or blue sky laws; that each of Holders may have to hold the Restricted Shares for a substantial period of time and that it may not be possible for each of Holders to liquidate each of Holders' investment in ONVC; and that in any event the Restricted Shares may not be assigned, transferred, pledged, or otherwise sold or offered for sale except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act, the availability of which must be established by each of Holders to the satisfaction of ONVC; and in replacement or exchange therefore, are to bear a restrictive legend to this effect; (5) each of Holders is acquiring the Restricted Shares without being furnished any offering literature or prospectus, but each of Holders has been granted, and is relying upon, each of Holders' personal discussions, investigations and due diligence of ONVC and its officers; (6) each of Holders has such knowledge and experience in business and financial matters that each of Holders is capable of evaluating the business and financial matters of ONVC and the risks and merits relating thereto; (7) that there has never been any representation, guarantee, or warranty made to each of Holders by any broker, ONVC, its agents or employees, or any other person, expressly or by implication, as to any gain or profit to be derived from, or the approximate or exact length of time that each of Holders may be required to remain an owner of, the Restricted Shares, or as to any other matter not expressly contained herein.

Securities Representations. If the Committee determines (A) Sellers understand that the law so requiresRWB Securities are not registered under the Securities Act, any other U.S. securities laws or applicable state securities laws, and are being issued pursuant to exemptions from such laws, and that RWB’s reliance upon such exemptions is predicated in part on the holder Sellers’ representations contained herein. Sellers acknowledge that RWB is relying in part upon Sellers’ representations and warranties contained herein for the purpose of qualifying the issuance of the Option granted hereunder shallSecurities for applicable exemptions from registration or qualification pursuant to federal, upon any exercise or conversion thereofstate and provincial securities laws, execute rules and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that:regulations. (aB) in the event Sellers realize that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement RWB Securities have not been registered under the Securities Act of 1933 (the "Act") and qualification under applicable state or any other U.S. securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification law, are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 characterized under the Act. A stop-transfer order will Securities Act as “restricted securities” and, therefore, cannot be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been sold or transferred unless subsequently registered under the Securities Act or shall have been transferred in accordance with an opinion of counsel for the Company that exemption from such registration is not required; andavailable. Each Seller acknowledges and agrees that all Securities issued under any Transaction Document will be subject to a restrictive legend substantially similar to the following: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS 4 MONTHS AND 1 DAY AFTER DATE OF ISSUANCE]. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER THEREOF, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 133 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C)(1) AND (D) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY IS PROVIDED TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.” (bC) holder understands that Sellers are acquiring the RWB Securities for their own accounts for investment only and not with a view to or for sale in connection with any distribution or resale thereof, and does not presently have any contract, agreement or arrangement with any Person to sell or transfer such Securities. (D) Each Seller is an “accredited investor” within the meaning of the Shares are subject to Rule 144 501(a) of Regulation D promulgated under the Act; U.S. securities laws. Sellers, either alone or with the assistance of professional advisors, are sophisticated investors, can fend for themselves in the transactions contemplated by this Agreement, and have such knowledge and experience in financial and business matters that Sellers can evaluate the exemption from registration under Rule 144 will not be available unless merits and risks of the prospective investment in the Securities. (iE) a public trading market then exists Except for the Common Stock representations specifically set forth in this Agreement by Buyer Parties, Sellers acknowledge that no officer or other representative of the CompanyBuyer or RWB, (ii) adequate information concerning the Company is then available nor any other person or entity has made any representations of any kind or nature to the public, and (iii) other terms and conditions of Rule 144 induce Sellers to enter into this Agreement or any exemption therefrom are complied with; other Transaction Document and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements Sellers are relying solely on the purchase representations in this Agreement and sale the publicly available information regarding RWB that Sellers have determined was useful in acquiring the RWB Securities. Each Seller’s residence is in the State of securities of the Company imposed under the Securities ActCalifornia.

Securities Representations. If the Committee determines that the law so requiresEach Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the holder Issuers as of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting Closing Date that: (ai) It is either: (A) a Qualified Institutional Buyer, (B) an institutional accredited investor (as such term is defined in Rule 501(a)(1), (2), (3) or (7) under the event Securities Act) or (C) a non-U.S. Person (as such term is defined in Regulation S under the Securities Act) and will not acquire the Securities for the account or benefit of any U.S. Person; (ii) It is acquiring the Securities for its own account, for investment purposes only and not with a view to any distribution thereof that would not otherwise comply with the Securities Act; (iii) It (A) understands that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement Securities have not been registered under the Securities Act and that the Securities are being issued by the Issuers in transactions exempt from the registration requirements of 1933 the Securities Act and (B) agrees that neither all nor any part of the "Act") and qualification Securities may be offered or sold except pursuant to effective registration statements under applicable state securities laws the Securities Act or pursuant to an opinion of counsel satisfactory to the Company that such applicable exemptions from registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, Securities Act and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance compliance with an opinion of counsel for the Company that such registration is not required; andapplicable state laws; (biv) holder It understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under afforded by Rule 144 will not be available unless (ithe provisions of which are known to such Initial Purchaser) a public trading market then exists for promulgated under the Common Stock Securities Act depends on the satisfaction of the Company, (ii) adequate information concerning the Company is then available to the publicvarious conditions, and (iii) other terms and conditions of that, if applicable, Rule 144 or any exemption therefrom are complied with; and that any sale of may afford the Shares may be made basis for sales only in limited amounts amounts; (v) Except as disclosed, it did not employ any broker or finder in accordance connection with the transactions contemplated in this Agreement and no fees or commissions are payable to the Initial Purchasers (it being understood and agreed that the Closing Payments do not constitute fees or commissions); (vi) The source of funds to be used by such terms Initial Purchaser to pay the purchase price of the Securities does not include assets of any employee benefit plan (other than a plan exempt from the coverage of ERISA) or plan or any other entity the assets of which consist of “plan assets” of employee benefit plans or plans as defined in Department of Labor regulation Section 2510.3-101, as amended by Section 3(42) of ERISA (the “Plan Asset Regulation”). As used in this clause (vi), the term “employee benefit plan” shall have the meaning assigned to such term in Article 33 of ERISA, and conditionsthe term “plan” shall have the meaning assigned thereto in Section 4975(e)(1) of the Code; (vii) It either (A) is, and for so long as it holds any Securities, will be, a “venture capital operating company” or wholly owned by a “venture capital operating company” or (B) does not have, and for so long as it holds any Securities, will not have, “significant equity participation” by benefit plan investors pursuant to the Plan Asset Regulation. The term “venture capital operating company” shall have the meaning assigned to such term in the Plan Asset Regulation; and (cviii) holder has been advised that holder The GS Purchasers will provide written notice (which notice may be subject given by email) to the reporting requirements of Section 16(a) Parent Issuer within 15 days of the Securities Exchange Act occurrence of 1934 the GS Disposition Date, and the Ares Purchasers will provide written notice (the "Securities Act") and that holder which notice may be subject given by email) to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities Parent Issuer within 15 days of the Company imposed under occurrence of the Securities ActAres Disposition Date.

Securities Representations. If ▇▇▇▇▇ hereby makes the Committee determines that following representations and warranties to KDS, PCD and AMREP, and KDS, PCD and AMREP hereby make to ▇▇▇▇▇ the law so requiresrepresentation and warranty set forth in Section 3.3(f), each of which shall survive the holder closing of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting thattransactions contemplated by this Agreement: (a) in the event ▇▇▇▇▇ understands and agrees that the holder of Settlement Shares received pursuant are being offered and will be sold to exercise it in transactions exempt from the registration requirements of the Option is permitted to sellSecurities Act of 1933 (the “Securities Act”), transferbased in part upon ▇▇▇▇▇’▇ representations contained in this Agreement and, pledgeas a result, hypothecatethat the Settlement Shares may not be offered for sale, assign sold, transferred, pledged or otherwise dispose of such Shares, the holder may only do so pursuant to hypothecated unless a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws shall be effective with respect thereto or an exemption from registration under the Securities Act and applicable state securities laws is available in connection with such offer, sale, transfer, pledge or hypothecation. ▇▇▇▇▇ must bear the economic risk of an investment in the Settlement Shares indefinitely unless such securities are registered pursuant to the Securities Act or an opinion exemption from registration is available. ▇▇▇▇▇ understands that AMREP has no present intention or obligation to register the Settlement Shares. ▇▇▇▇▇ has been advised of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate is aware of the provisions of Rule 144 promulgated under the Act. A stop-transfer order will be placed on Securities Act as in effect from time to time, which permits resale of securities purchased in a private placement subject to the books satisfaction of certain conditions, including the Company respecting availability of certain current public information about AMREP, the certificates evidencing resale occurring following the Sharesrequired holding period under Rule 144 and, and such certificates shall bear if ▇▇▇▇▇ is an AMREP affiliate, the number of securities being sold during any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is three month period not required; andexceeding specified limitations. (b) holder understands that Based in part on advice of its counsel, ▇▇▇▇▇ is capable of evaluating the resale merits and risks of its investment in AMREP and has the Shares are subject capacity to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; andprotect its own interests. (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ The Settlement Shares are being acquired for ▇▇▇▇▇▇’▇ own account and not with the view to, or for resale in connection with, any distribution other than resales made in compliance with the Securities Act. ▇▇▇trictions ▇▇ is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and reporting requirements on Exchange Commission. ▇▇▇▇▇ is aware of no publication of any advertisement in connection with the purchase transactions contemplated in this Agreement. (d) ▇▇▇▇▇ acknowledges that it has received any information that it has requested for ▇▇▇▇▇ to make an investment decision. ▇▇▇▇▇ has had an opportunity to discuss AMREP’s business, management and sale financial affairs with AMREP and its representatives and has had the opportunity to review AMREP’s operations and facilities. ▇▇▇▇▇ has also had the opportunity to ask questions of securities and receive answers from AMREP and its management regarding the terms and conditions of its acquisition of the Company imposed under Settlement Shares. Except as expressly set forth in this Agreement, ▇▇▇▇▇ acknowledges and agrees that no AMREP Person has made to ▇▇▇▇▇ any other representation or warranty regarding the Securities Actoperations, business, prospects or condition (financial or otherwise) of any AMREP Person. (e) ▇▇▇▇▇ has had full opportunity to seek the advice of independent counsel respecting the transactions contemplated by this Agreement and the tax risks and implications thereof. ▇▇▇▇▇ maintains its domicile (and is not a transient or temporary resident) at the address shown in Section 14. Neither ▇▇▇▇▇ nor any of its Affiliates own, directly or indirectly, any shares of common stock, par value $.10, of AMREP. (f) There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement or related documents based on any arrangement or agreement binding upon any ▇▇▇▇▇ Person or AMREP Person.

Securities Representations. If The BUYER Shares are received by SELLER for investment purposes for SELLER’s own account, and not with the Committee determines view to, or for resale in connection with, any distribution thereof. SELLER understands that BUYER Shares have not been registered under the Securities Act, or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder. SELLER acknowledges that the law so requires, BUYER Shares must be held indefinitely unless the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) in the event that the holder of BUYER Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement are subsequently registered under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that exemption from such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market is available. SELLER has been advised or on a securities exchange) does not violate is aware of the provisions of Rule 144 promulgated under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Securities Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the which permits limited resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) securities purchased in a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be private placement subject to the reporting satisfaction of certain conditions including, among other things, the availability of certain current public information about BUYER and compliance with applicable requirements regarding the holding period, the amount of Section 16(asecurities to be sold, and the manner of sale. SELLER is a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the BUYER Shares. SELLER understands and acknowledges that no Governmental Authority has been asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. SELLER represents and covenants that SELLER is an “Accredited Investor” as defined in Rule 501(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed Regulation D under the Securities Act. SELLER understands that all certificates for BUYER Shares shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR ANY STATE SECURITIES LAWS.”

Securities Representations. If The Seller Shares are being issued to the Committee determines that Seller and this Agreement is being made by Holdings in reliance upon the law so requires, the holder following express representations and warranties of the Option granted hereunder shallSeller. The Seller acknowledges, upon any exercise or conversion thereof, execute represents and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting warrants that: (a) in The Seller is acquiring the event that Seller Shares for investment for its own account, not as a nominee or agent, and not with a view to the holder sale or distribution of Shares received pursuant to exercise any part thereof, and the Seller has no present intention of selling, granting participation in, or otherwise distributing the Option is permitted same. The Seller does not have any contract, undertaking, agreement, or arrangement with any Person to sell, transfertransfer or grant participations to such Person, pledgeor to any third party, hypothecate, assign or otherwise dispose with respect to any of such Shares, the holder may only do so pursuant Seller Shares to a registration statement be acquired by the Seller. (b) The Seller understands that the Seller Shares have not been registered under the Securities Act on the grounds that the sale provided for in this Agreement and the issuance of 1933 (securities hereunder is exempt from registration under the "Securities Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale Seller’s reliance on such exemption is predicated in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed part on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; andrepresentations set forth herein. (bc) holder The Seller understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyHoldings, (ii) adequate information concerning the Company Holdings is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Seller Shares may be made only in limited amounts in accordance with such terms and conditions; and. (cd) holder The Seller has (i) been advised that holder may be subject provided with and has had a reasonable opportunity to review copies of the reports and other information set forth on Appendix 1; and (ii) been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, Representatives of Holdings concerning the terms and conditions of the issuance of the Seller Shares pursuant to the reporting requirements terms of Section 16(athis Agreement and the merits and risks of investing in the Seller Shares; (B) access to information about Holdings and Holdings’ financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) the opportunity to obtain such additional information that Holdings possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to such investment. (e) Since November 1, 2007 the Seller has not, directly or indirectly, nor has any Person acting at the direction of the Seller, engaged in any transactions in the securities of Holdings (including, without limitation, any “short sales” as defined in Rule 3b-3 of the Securities Exchange Act of 1934 1934, as amended, or any direct or indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), or any sales or other transactions through non-US broker dealers or foreign regulated brokers having the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale effect of hedging securities of the Company imposed Holdings). (f) [The Seller represents that it is an “accredited investor,” as defined under Regulation D of the Securities Act., has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its purchase of the Seller Shares, and has the ability to bear the economic risks of such purchase.]5

Securities Representations. If The Shares are being distributed to the Committee determines that Participants and this Agreement is being made in reliance upon the law so requires, the holder following express representations and warranties of the Option granted hereunder shallParticipants. The Participants acknowledge, upon any exercise or conversion thereof, execute represent and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting warrant that: : (a) in the event Participants have been advised that the holder of Shares received pursuant to exercise of Participants may be an “affiliate” within the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions meaning of Rule 144 under the Act. A stop-transfer order will be placed Securities Act and the Company is relying in part on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred Participants’ representations set forth in accordance with an opinion of counsel for the Company that such registration is not requiredthis Section 9; and (b) holder understands that if the Participants are deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Shares must be held indefinitely by the Participants unless an exemption from the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Shares and the Company is under no obligation to register the resale of the Shares (or to file a “re-offer prospectus”); (c) if the Participants are subject to deemed an affiliate within the meaning of Rule 144 promulgated under the Securities Act; , the Participants understand that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Stock of the CompanyShares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and and (cd) holder has been advised that holder may be subject to the reporting requirements Participants are either, as indicated by each of Section 16(athe Participants on Exhibit A, (i) an “accredited investor” as such term is defined in Rule 501(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed Regulation D promulgated under the Securities Act., as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by itself or through a “purchaser representative” within the meaning of Rule 501(i) under Regulation D of the Securities Act, such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Shares, and the Participants are capable of bearing the economic risks of such investment and is able to bear the complete loss of his, her or its investment in the Shares. ​

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute Each Seller hereby represents and deliver warrants to the Company a written statement, in a form satisfactory to the Company, representing and warranting thatBuyer: (a) Seller understands and agrees that the Warrants and Shares (individually and collectively, the "securities") have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the U.S. and that the issuance of the securities is being done in reliance upon an exemption from registration afforded under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. (b) Seller is an Accredited Investor as that term is defined in Exhibit D. Each Seller severally understands that the securities are being offered and sold to such Seller in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Seller set forth in this Agreement, in order that Buyer may determine the applicability and availability of the exemptions from registration of on which Buyer is relying. (c) Seller is able to bear the economic risk of an investment in the event securities for an indefinite period of time, can afford the loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means of providing for Seller's current needs and possible future contingencies. Additionally, Seller's overall commitment to investments that are not readily marketable is not disproportionate to Seller's net worth and this Subscription will not cause such overall commitment to become excessive. (d) The securities will not be sold by the Seller without registration under applicable securities acts or a proper exemption from such registration. (e) The securities are being acquired for the Seller's own account and risk, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. The Seller is aware that there are substantial restrictions on the transferability of the securities. (f) Seller has had access to any and all information concerning Buyer that the holder Seller considered necessary to make a proper evaluation of Shares received pursuant this investment. In making the decision to exercise acquire the securities, Seller has relied solely upon its own independent investigations, and fully understands that there are no guarantees, assurances or promises in connection with any investment hereunder and understands that the particular tax consequences arising from this investment in Buyer will depend upon the individual circumstances of the Option Seller. The Seller further understands that no opinion is permitted being given as to sellany securities or tax matters involving the offering. (g) All of the information furnished by the Seller to Buyer is true, transfercorrect and complete in all material respects, pledgeand the Seller agrees to notify Buyer immediately of any change in any information set forth herein. (h) The Seller also understands and agrees that stop transfer instructions relating to the securities will be placed in the Buyer's transfer ledgers, hypothecate, assign or otherwise dispose of such Shares, and that the holder may only do so pursuant to a registration statement certificates evidencing the securities will bear legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company are "restricted securities" as that such registration and qualification are not required, and that the transaction (if it involves a sale tennis defined in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will The securities may not be placed on the books of the Company respecting the certificates evidencing the Sharesoffered for sale, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered sold or otherwise transferred except pursuant to an effective registration statement under the Act or shall have been transferred in accordance with pursuant to an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not the Act, the availability of which is to be available unless established to the satisfaction of the Company. (i) a public trading market then exists for Seller has been given the Common Stock of the Companyunrestricted opportunity to ask questions of, (ii) adequate information and receive answers from, Buyer, or persons acting on its behalf, concerning the Company is then available tenns and conditions of, and all other matters relating to the publicBuyer, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of has been given the Shares may be made only in limited amounts in accordance unrestricted opportunity to obtain such additional information with such terms and conditions; andrespect to the offering as he has desired. (cj) holder has been advised Seller knows that holder may be subject the securities are offered and sold pursuant to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed exemptions from registration under the Securities Act, and state securities law based, in part, on these warranties and representations, which are the very essence of this Agreement, and constitute a material part of the bargained­ for consideration without which this Agreement would not have been executed. (k) By reason of the Seller's business or financial experience or the business or financial experience of professional advisors who are unaffiliated with and who are not compensated by Buyer or any affiliate or selling agent of Buyer, directly or indirectly, Seller has the capacity to protect Seller's own interest in connection with this transaction or has a pre-existing personal or business relationship with Buyer or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (1) This Agreement when fully executed and delivered by the parties will constitute a valid and legally binding obligation of Seller, enforceable in accordance with its terms. Seller, if it is a partnership, joint venture, corporation, trust or other entity, was not formed or organized for the specific purpose of acquiring the securities. The purchase of the securities by the Seller, if it is an entity investor, is a permissible investment in accordance with the Seller's Articles of Incorporation, by-laws, partnership agreement, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the entity's owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the securities has all requisite authority to sign such documents on behalf of Seller, if it is an entity investor.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute STC and deliver Holder hereby represent and warrant to the Company a written statement, in a form satisfactory to the Company, representing and warranting thatas follows: (a1) STC and Holder are "Accredited Investors", as such term is defined in Rule 501(a) to the event Securities Act of 1933, as amended (the "Securities Act"); (2) STC's and Holder's addresses as set forth on the ▇▇▇▇ of Sale are STC's and Holder's true and correct residences and STC and Holder have no present intention of becoming a resident of any other state or jurisdiction; (3) the Restricted Shares are being acquired solely for STC's and Holder's own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision, or fractionalization thereof and STC and Holder have no present plans to enter into any contract, undertaking, agreement, or arrangement relating thereto; (4) STC and Holder understand that none of the Restricted Shares have been or will be registered under the Securities Act, that STC and Holder have no rights to require that the holder Restricted Shares be registered under the Securities Act or any state securities or blue sky laws; that STC and Holder may have to hold the Restricted Shares for a substantial period of time and that it may not be possible for STC and Holder to liquidate STC's and Holder's investment in Company; and that in any event the Restricted Shares received may not be assigned, transferred, pledged, or otherwise sold or offered for sale except pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a an effective registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act, the availability of which must be established by STC and Holder to the satisfaction of Company; and in replacement or exchange therefore, are to bear a restrictive legend to this effect; (5) STC and Holder are acquiring the Restricted Shares without being furnished any offering literature or prospectus, but STC and Holder have been granted, and are relying upon, STC's and Holder's personal discussions, investigations and due diligence of Company and its officers; (6) STC and Holder have such knowledge and experience in business and financial matters that STC and Holder are capable of evaluating the business and financial matters of Company and the risks and merits relating thereto; (7) that there has never been any representation, guarantee, or warranty made to STC and Holder by any broker, Company, its agents or employees, or any other person, expressly or by implication, as to any gain or profit to be derived from, or the approximate or exact length of time that STC and Holder may be required to remain an owner of, the Restricted Shares, or as to any other matter not expressly contained herein.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) holder has been advised that holder may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933 (the "Act") and in this connection the Company is relying in part on holder's representations set forth in this Section; (b) holder understands that Shares received on any exercise of the Option must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to such Shares and the Company is under no obligation to register such Shares (or to file a "reoffer prospectus"), except as otherwise permitted herein; (c) holder understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for Shares of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144, or any exemption therefrom, are complied with and that any sale of Shares acquired pursuant to the Option may be made only in limited amounts in accordance with such terms and conditions; (d) Shares acquired pursuant to the Option are being acquired for holder's own account and not with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any such Shares; (e) in the event that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such SharesShares acquired pursuant to the Option, the holder may only do so pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are is not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate complies with the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing Shares acquired pursuant to the SharesOption, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and; (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (cf) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions restrictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.

Securities Representations. If the Committee determines (A) Sellers understand that the law so requiresRWB Securities are not registered under the Securities Act, any other U.S. securities laws or applicable state securities laws, and are being issued pursuant to exemptions from such laws, and that RWB’s reliance upon such exemptions is predicated in part on the holder Sellers’ representations contained herein. Sellers acknowledge that RWB is relying in part upon Sellers’ representations and warranties contained herein for the purpose of qualifying the issuance of the Option granted hereunder shallSecurities for applicable exemptions from registration or qualification pursuant to federal, upon any exercise or conversion thereofstate and provincial securities laws, execute rules and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that:regulations. (aB) in the event Sellers realize that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement RWB Securities have not been registered under the Securities Act of 1933 (the "Act") and qualification under applicable state or any other U.S. securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification law, are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 characterized under the Act. A stop-transfer order will Securities Act as “restricted securities” and, therefore, cannot be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been sold or transferred unless subsequently registered under the Securities Act or shall have been transferred in accordance with an opinion of counsel for the Company that exemption from such registration is not required; and (b) holder understands available. Each Seller acknowledges and agrees that the resale of the Shares are subject to Rule 144 promulgated all Securities issued under the Act; that the exemption from registration under Rule 144 any Transaction Document will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to a restrictive legend substantially similar to the reporting requirements of Section 16(afollowing: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS 4 MONTHS AND 1 DAY AFTER DATE OF ISSUANCE]. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) of OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER THEREOF, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 133 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C)(1) AND (D) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY IS PROVIDED TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.” (C) Sellers are acquiring the RWB Securities Exchange Act of 1934 (the "Securities Act") for their own accounts for investment only and that holder may be subject not with a view to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions or for sale in connection with any distribution or resale thereof, and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Actdoes not presently have any contract, agreement or arrangement with any Person to sell or transfer such Securities.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute The Lender hereby represents and deliver warrants to the Company a written statement, Borrower that (i) it is an “accredited investor” as such term is defined in a form satisfactory to the Company, representing and warranting that: (aRule 501(a) in the event that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement Regulation D promulgated under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), (ii) and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and it understands that the transaction Note and the shares underlying the Note (if it involves a sale in collectively, the over-the-counter market or on a securities exchange“Securities”) does have not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Securities Act or shall have been transferred by reason of a claimed exemption under the provisions of the Securities Act that depends, in accordance with an opinion of counsel part, upon the Lender’s investment intention; in this connection, the Lender hereby represents that it is purchasing the Securities for the Company Lender’s own account for investment and not with a view toward the resale or distribution to others, (iii) the Lender, if an entity, further represents that it was not formed for the purpose of purchasing the Securities, (iv) the Lender acknowledges that the issuance of the Note has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the issuance of the Note is intended to be exempt from the registration requirements of Section 4(2) of the Securities Act and Rule 506 of Regulation D, (v) the Lender agrees not to sell, pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the publicavailable, and (iiivi) other the Lender acknowledges receipt and careful review of this Note, the Borrower’s filings with the SEC (including, without limitation, any risk factors included in the Borrower’s Annual Report on Form 10-K for year ended December 31, 2011), and any documents which may have been made available upon request as reflected therein, and hereby represents that it has been furnished by the Borrower with all information regarding the Borrower, the terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale any additional information that the Purchaser has requested or desired to know, and has been afforded the opportunity to ask questions of securities and receive answers from duly authorized officers or other representatives of the Company imposed under Borrower concerning the Securities ActBorrower and the terms and conditions of the purchase.

Securities Representations. If In connection with the Committee determines that acquisition of the law so requiresRestricted Securities as contemplated in this Section 2 or Section 8 below, the holder Seller hereby makes the following representations and warranties (all representations and warranties shall be deemed to have been made and updated each time Restricted Securities are issued, whether in conjunction with the Closing or thereafter, unless the Buyer and the Parent agree that any such representation or warranty is no longer applicable): (i) The Seller is an “Accredited Investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act. (ii) The Seller has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the risks and merits of its investment in the Restricted Securities and has so evaluated the merits and risks of such investment. The Seller is able to bear the economic risk of an investment in the Restricted Securities and, at the present time, is able to afford a complete loss of such investment. (iii) The Seller is not acquiring any of the Option granted hereunder shallRestricted Securities as a result of any general solicitation or general advertising, upon including, but not limited to, any exercise advertisement, article, notice or conversion thereofother communication regarding the Restricted Securities published in any newspaper, execute and deliver magazine or similar media or broadcast over television or radio or presented at any seminar or meeting or any other general advertisement. (iv) The Seller acknowledges it has reviewed all the information it considers necessary or appropriate for deciding whether to acquire the Restricted Securities, including, but not limited, to the Company a written statement, in a form satisfactory Parent’s filings with the Securities and Exchange Commission. The Seller has conducted all due diligence and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the CompanyRestricted Securities to be issued to the Seller. The Seller has had an opportunity to ask questions and receive answers from Parent regarding the terms and conditions of the issuance of the Restricted Securities and to obtain additional information necessary to verify any information furnished to the Seller or to which the Seller has had access. The Seller has sought such accounting, representing legal and warranting that:tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Restricted Securities. (av) The Restricted Securities are being acquired by the Seller for its own account and not with a view to, or for resale in connection with, any distribution thereof in violation of applicable Canadian securities laws, the event that Securities Act, any state securities laws or the holder laws of Shares received any other jurisdiction. Other than as set forth in this Agreement, there are no other agreements, arrangements or understandings pursuant to exercise which the Seller has agreed to acquire the Restricted Securities. (vi) Within the six month period prior to the date any Restricted Securities are acquired, Seller has not, and will not, directly or indirectly execute or effect or cause to be executed or effected any short sale, option or equity swap transactions in or with respect to the Restricted Securities or any other derivative security transaction the purpose or effect of which is to hedge or transfer to a third party all or any part of the Option is permitted to sellrisk of loss associated with the ownership of the Restricted Securities by the Seller. The Seller has complied, transferand will comply, pledge, hypothecate, assign or otherwise dispose at all times with the provisions of such Shares, the holder may only do so pursuant to a registration statement Regulation M promulgated under the Securities Act of 1933 (the "Act") and qualification under as applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company Restricted Securities. (vii) Seller understands that such registration and qualification (A) the Restricted Securities are not required, and that restricted securities within the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions meaning of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, Securities Act and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have not been registered under the Securities Act, applicable Canadian securities laws, any state securities laws or the laws of any other jurisdiction, (B) the restricted securities can only be disposed of if such disposition is either registered under the Securities Act or shall have been transferred in accordance with an opinion of counsel for the Company that is exempt from such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Companyregistration, (iiC) adequate the Restricted Securities will bear legends substantially similar to those set forth or described below, and (D) the Seller may be in possession of material non-public information concerning the Company is then available to Parent, the publicBuyer and their subsidiaries, their assets, operations and financial condition, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder accordingly may be subject to the reporting requirements of Section 16(a) of liabilities under the Securities Exchange Act of 1934 (1934, as amended, if the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of Seller, its officers, directors, affiliates or controlling persons engage in trading in securities of the Company imposed under Parent while in possession of such material non-public information. (viii) The Seller acknowledges that the certificates evidencing the Restricted Securities Actwill bear a legend substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF TRANSATLANTIC PETROLEUM LTD. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES, PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, AND THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) in the event Seller recognizes that the holder ETHZilla Shares have not been registered under the Securities Act, nor under the securities laws of Shares received pursuant to exercise any state and, therefore, cannot be resold unless the resale of the Option ETHZilla Shares is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement registered under the Securities Act of 1933 or unless an exemption from registration is available, provided that ETHZilla has provided the Seller certain registration rights as described in Section 4.01 hereof; (b) Seller may not sell the "Act") ETHZilla Shares without registering them under the Securities Act and qualification under any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale; (c) Seller is acquiring the ETHZilla Shares for its own account for long-term investment and not with a view toward resale, fractionalization or pursuant division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require the sale or distribution of ETHZilla Shares. Seller agrees to set forth the terms of its ownership, record address and social security number/EIN on the Share Registration Form, a form of which is attached hereto as Exhibit B (the “Share Registration Form”); (d) Seller acknowledges that it is an opinion “accredited investor” as such term is defined in Rule 501 of counsel satisfactory Regulation D of the Securities Act; (e) Seller is aware of, has received and had an opportunity to review (A) (i) ETHZilla’s Annual Report on Form 10-K for the year ended December 31, 2024; and (ii) ETHZilla’s Quarterly Reports on Form 10-Q and current reports on Form 8-K from January 1, 2025, to the Company date of Seller’ entry into this Agreement (which filings can be accessed by going to ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/search/search.htm, typing “ETHZilla Corp” in the “Name, ticker symbol, or CIK” field, and clicking the “Submit” button), in each of case (i) and (ii), including the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of ETHZilla; (B) has, a reasonable time prior to the date of this Agreement, been given an opportunity to review material contracts and documents of ETHZilla and has had an opportunity to ask questions of and receive answers from ETHZilla’s officers and directors and has no pending questions as of the date of this Agreement; and (C) is not relying on any oral representation of ETHZilla or any other person, nor any written representation or assurance from ETHZilla; in connection with Seller’s acceptance of the ETHZilla Shares and investment decision in connection therewith. Seller acknowledges that due to its receipt of and review of the information described above, he, she or it has received similar information as would be included in a Registration Statement filed under the Securities Act; (f) Seller has such registration knowledge and qualification are experience in financial and business matters such that Seller is capable of evaluating the merits and risks of an investment in ETHZilla Shares and of making an informed investment decision, and does not requiredrequire a representative in evaluating the merits and risks of an investment in ETHZilla Shares; (g) Seller acknowledges that he, she or it is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including the ETHZilla Shares, and further acknowledges that ETHZilla is entering into this Agreement with Seller in reliance on this acknowledgment and with Seller’s understanding, acknowledgment and agreement that ETHZilla is privy to material non-public information regarding ETHZilla (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Seller, when making investment disposition decisions, including the decision to enter into this Agreement, and Seller’s decision to enter into this Agreement is being made with full recognition and acknowledgment that ETHZilla is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Seller. Seller hereby waives any claim, or potential claim, it has or may have against ETHZilla relating to ETHZilla’s possession of Non-Public Information. Seller has specifically requested that ETHZilla not provide it with any Non-Public Information, and ETHZilla has not provided Seller with any Non-Public Information in connection with this Agreement. Seller understands and acknowledges that ETHZilla would not enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to ETHZilla in entering into this Agreement; (h) Seller has had an opportunity to ask questions of and receive satisfactory answers from ETHZilla, or any person or persons acting on behalf of ETHZilla, concerning the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions terms and conditions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Sharesthis Agreement and ETHZilla, and all such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall questions have been registered under answered to the Act or shall have been transferred in accordance with an opinion full satisfaction of counsel for the Company that such registration is not requiredSeller; and (bi) holder understands Seller recognizes that the resale an investment in ETHZilla is a speculative venture. The ownership of the ETHZilla Shares as an investment involves special risks; (j) Seller realizes that ETHZilla Shares cannot readily be sold until or unless they are subject to Rule 144 promulgated registered under the ActSecurities Act as contemplated by Section 4.01 hereof, as they will be restricted securities; that and therefore the exemption from registration under Rule 144 will ETHZilla Shares must not be available accepted unless Seller has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and Seller can provide for current needs and possible personal contingencies; (k) Seller confirms and represents that it is able (i) a public trading market then exists for to bear the Common Stock economic risk of the Companyits investment, (ii) adequate information concerning the Company is then available to the publichold ETHZilla Shares for an indefinite period of time, and (iii) to afford a complete loss of its investment; (l) Seller has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in ETHZilla Shares for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, have determined that ETHZilla Shares are a suitable investment for it; (m) Seller has not become aware of and has not been offered ETHZilla Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other terms and conditions of Rule 144 communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any exemption therefrom are complied with; and seminar or meeting where, to Seller’s knowledge, those individuals that have attended have been invited by any sale such or similar means of the Shares may be made only in limited amounts in accordance with such terms and conditions; andgeneral solicitation or advertising; (cn) holder has been advised Seller confirms and acknowledges that holder may be subject to ETHZilla Shares will bear the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 following restrictive legend (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed or a similar legend), until or unless registered under the Securities Act: ‘‘THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.’’ (o) Seller understands that the Lock-Up Shares shall contain the following legend (the “Contract Legend”): “THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN SECTION 6.1 OF THE SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF DECEMBER 9, 2025, AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG ZIPPY, INC. AND ETHZILLA CORPORATION, AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.”

Securities Representations. If the Committee determines Each Seller hereby confirms that the law so requires, the holder of the Option granted securities to be acquired by each Sellers hereunder shall, upon any exercise or conversion thereof, execute and deliver (subject to the Company terms and conditions herein) will be acquired for investment for each Seller’s own account, not as a written statementnominee or agent, in and not with a form satisfactory view to the Company, representing and warranting that: resale or distribution of any part thereof (a) in the event that the holder of Shares received other than pursuant to exercise the registration statement contemplated hereby), and that each Seller has no present intention of selling, granting any participation in, or otherwise distributing the Option is permitted same (other than pursuant to the registration statement contemplated hereby). Each Seller further represents that each Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfertransfer or grant participations to such Person or to any third Person, pledge, hypothecate, assign or otherwise dispose with respect to any of such Sharessecurities. Each Seller understands that the securities to be acquired, subject to the holder may only do so pursuant to a registration statement terms and conditions herein, have not been, and until registered in compliance with this Agreement, will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of 1933 (the "Act") investment intent and qualification the accuracy of each Seller’s representations as expressed herein. Each Seller understands that, until registered in compliance with this Agreement, the securities are “restricted securities” under applicable U.S. federal and state securities laws or and that, pursuant to these laws, each Seller must hold the securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an opinion of counsel satisfactory to the Company that exemption from such registration and qualification are not required, and requirements is available. Each Seller acknowledges that Purchaser has no obligation to register or qualify the securities for resale except as set forth in this Agreement. Each Seller understands that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Sharesmay, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with this Agreement, be notated with a customary Securities Act legend. Each Seller represents that he is an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to accredited investor as defined in Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a501(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed Regulation D promulgated under the Securities Act.

Securities Representations. If (a) Parent is an "accredited investor" within the Committee determines that the law so requires, the holder meaning of the Option granted hereunder shallSecurities Act. Parent has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the investment in the SatCon Shares and is financially able to undertake the risks involved in such an investment. Parent understands that (i) the SatCon Shares have not been registered under the Securities Act, upon or any exercise or conversion thereof, execute and deliver to the Company a written statement, state securities law by reason for their issuance in a form transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) and Regulation D promulgated thereunder and an exemption under the applicable state securities law and (ii) such SatCon Shares must be held indefinitely unless a registration statement covering the resale of such shares is effective under the Securities Act and such state law or unless an exemption from registration under the Securities Act and such state law is available. (b) Parent agrees that SatCon Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Buyer first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyParent and which may be counsel to the Buyer, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. The SatCon Shares may be pledged and transferred to Key Bank, N.A. in connection with the Parent's credit facility. Each certificate representing and warranting that: (a) SatCon Shares shall bear a legend substantially in the event that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933 (1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated without the "Act") consent of SatCon Technology Corporation and qualification unless and until such securities are registered under applicable state securities laws such Act or pursuant to an opinion of counsel satisfactory to SatCon Technology Corporation is obtained to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company effect that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and." (c) holder The Buyer has been advised granted the Parent and its attorneys or other representatives access to all information about the Buyer which Parent has requested; and the Parent has had the opportunity to ask questions of, and receive answers from, representatives of the Buyer to ask questions of, and receive answers from, representatives of the Buyer concerning such information and the Buyer's financial condition and prospects. (d) The principal office of the Parent and the place at which the decision by the Parent to participate in this Agreement and the transactions contemplated hereby was made is located in New York. Any information furnished in the schedules of the Parent, Company or U.K. Subsidiary (a "Disclosure Schedule") shall be deemed to modify all of the Parent's representations and warranties. The inclusion of any information in the Disclosure Schedule shall not be deemed to be an admission or acknowledgment, in and of itself, that holder may such information is required by the terms hereof to be subject disclosed, is material to the reporting requirements Disclosure Schedule, has or would have a material adverse effect. For purposes of Section 16(a) this Agreement, the terms "to the best of the Securities Exchange Act Company's knowledge," "to the best of 1934 (the Parent's knowledge," "Securities Actknown by the Company," ") and that holder may be subject known to insithe Parent" or other words of similar meaning shall mean the actual knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇trictions ▇▇ ▇▇▇▇▇▇▇ without any obligation of investigation, and reporting requirements on shall not refer to the purchase and sale knowledge of securities of the Company imposed under the Securities Actany other person or entity.

Securities Representations. If (A) Each Shareholder hereby acknowledges receipt of (1) Atria's quarterly report on Form 10-Q for the Committee determines that quarter ending September 30, 1996, (2) the law so requiresRegistration Statement of Atria, dated July 29, 1996, on Form S-1, and (3) Atria's 8-K, dated September 10, 1996 (collectively, the holder "Securities Documents"). (B) The Shareholder receiving Atria Shares represents that he (1) has received all the information it deems necessary concerning Atria to evaluate the transactions described in this Agreement, (2) is acquiring Atria's Shares for his own account, and (3) has no present intention of dividing his interest in Atria's Shares with others or disposing of Atria's Shares in the absence of an opinion of counsel acceptable to Atria to the effect that Atria's Shares may be transferred without registration or unless the transfer of Atria's Shares is covered by an effective registration statement. (C) The Shareholder receiving Atria Shares represents that he is acquiring the Atria Shares for his own account for investment, and not with a view to the distribution or sale of Atria Shares and he is an accredited investor as defined in Rule 501 under the Securities Act. Such Shareholder has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the Option granted hereunder shallproposed investment in Atria Shares. Such Shareholder understands that, upon any exercise except as may otherwise be provided in the "Registration Rights Agreement" (as defined in Section 5.8), such Shareholder's ability to dispose of the Atria Shares in the public market for such stock or conversion thereofotherwise is limited by the Securities Act, execute and deliver including Rule 144 promulgated thereunder, and, therefore, he may have to bear the risk of his investment in such Atria Shares for an indefinite period of time. (D) The Shareholder receiving Atria Shares hereby acknowledges that each certificate representing Atria Shares that are issuable to such Stockholder pursuant to this Agreement shall be stamped or otherwise imprinted with a legend substantially to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) in the event that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement following effect: The securities represented by this certificate have not been registered under the Securities Act of 1933 1933, as amended (the "Act"), and are "restricted securities" as defined in Rule 144 promulgated under the Act. The securities may not be sold or offered for sale or otherwise distributed except (i) and qualification in conjunction with an effective registration statement for the shares under applicable state securities laws the Act, (ii) in compliance with Rule 144, or (iii) pursuant to an opinion of counsel satisfactory to any of the Company Acquired Companies that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration compliance is not required; and (b) holder understands that the resale of the Shares are subject required as to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Companysuch sale, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 offer or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Actdistribution.

Securities Representations. If (a) The Stock Purchase Warrants and Promissory Notes are being acquired by the Committee determines Sellers solely for their own account for investment and not with a view to the distribution or transfer thereof, and Sellers acknowledge and understand that the law so requires, Stock Purchase Warrants and Promissory Notes will bear a legend in substantially the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting thatfollowing form: (ai) For Stock Purchase Warrants: NEITHER THIS STOCK PURCHASE WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE 29 STOCK PURCHASE WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES ACT AND CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACTS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE. (ii) For Promissory Notes: THE PROMISSORY NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES ACT AND CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACTS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE. (b) Sellers represent and warrant as follows: (i) Sellers confirm that Buyer has made available to him or to his representatives the opportunity to ask questions of Buyer's officers and directors and to acquire such information about the Stock Purchase Warrants and the Promissory Notes and the business and financial condition of Buyer as Sellers requested, which additional information has been received. (ii) In deciding to acquire the Stock Purchase Warrants and Promissory Notes pursuant to this Agreement, each Seller has consulted with his own respective legal, financial, and tax advisors with respect to the Agreement and the nature of the investment together with any additional information provided under subsection (i) above. (iii) Sellers have adequate means of providing for their current needs and personal contingencies and has no need for liquidity in his investment in Buyer. Sellers, either alone or with their representatives, have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the Agreement. (iv) Each Seller understands and acknowledges that the investment in the event Stock Purchase Warrants and Promissory Notes is a speculative investment which involves a high degree of risk of loss of Seller's investment therein; that there are substantial restrictions on the holder of Shares received pursuant to exercise transferability of the Option Stock Purchase Warrants and Promissory Notes under the applicable provisions of the Securities Act and the rules and regulations promulgated thereunder and applicable state securities or "blue sky" laws; and, accordingly, that it may not be possible to liquidate an investment in the Stock Purchase Warrants or Promissory Notes. (v) Sellers have been advised and understand that (i) the issuance of the Stock Purchase Warrants and Promissory Notes has not been registered under the Securities Act; (ii) the Stock Purchase Warrants must be held indefinitely and the Sellers must continue to bear the economic risk of the investment in the Stock Purchase Warrants until the offer or sale of the Stock Purchase Warrants is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement subsequently registered under the Securities Act of 1933 (the or any "Act") and qualification under applicable state securities blue sky" laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that exemption from such registration is not requiredavailable; and (biii) holder understands that the resale of the Shares Promissory Notes are subject to Subordination Agreements and as such must be held until payment on such Promissory Notes are permitted by the Subordination Agreements and the terms of such Promissory Notes and the Sellers must continue to bear the economic risk of the investment in the Promissory Notes until such payment on the Promissory Notes is permitted by the Subordination Agreements and the terms of such Promissory Notes; (iv) Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will Securities Act is not be presently available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available with respect to the publicsale of any securities of Buyer, including the Stock Purchase Warrants and Promissory Notes, and (iii) other when and if the Stock Purchase Warrants or Promissory Notes may be disposed of without registration in reliance on Rule 144, such disposition can be made only in accordance with the terms and conditions of Rule 144 or any exemption therefrom are complied withsuch Rule; (v) the restrictive legends described in paragraph (a) shall be placed on the Stock Purchase Warrants and Promissory Notes; and that any sale of the Shares may (vi) a notation shall be made only in limited amounts in accordance with such terms the appropriate records of Buyer indicating that the Stock Purchase Warrants and conditions; and (c) holder has been advised that holder may be Promissory Notes are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements restrictions on the purchase and sale of securities of the Company imposed under the Securities Acttransfer.

Securities Representations. If (i) the Committee determines that Parent is a reporting issuer under Applicable Securities Legislation in at least one of the law so requiresReporting Jurisdictions and its Common Shares are listed for trading on the TSX; (ii) the Parent has complied and will comply with all Applicable Laws and regulations, including Applicable Securities Legislation, including the TSX Rules in connection with the issuance of the Lender Warrants; (iii) No order or ruling suspending the sale or ceasing the trading in any securities of the Parent has been issued (and has not been revoked or otherwise expired) by any securities regulatory authority or, to the best knowledge of the Credit Parties, is pending, contemplated or threatened by any securities regulatory authority. (iv) the Parent is not in default of any Applicable Securities Legislation or the TSX Rules nor is it included in a list of defaulting reporting issuers maintained by any securities commissions where the Parent is a reporting issuer or other securities regulatory authorities in the provinces and territories of Canada; (v) no order ceasing, halting or suspending trading nor prohibiting the sale of Common Shares has been issued to and is outstanding against the Parent or its Directors, officers or promoters and, to the best of the Parent’s knowledge, no investigation or proceedings for such purposes are pending or threatened; (vi) the Parent has complied in all material respects with all of the requirements of National Instrument 43-101, including without limitation, with respect to the preparation and filing of any technical reports; (vii) upon delivery, the holder Lender Warrants are duly and validly created, authorized and issued. The Common Shares to be issued to the Lender upon the exercise of the Option granted hereunder shall, upon any exercise or conversion thereof, execute Lender Warrants are and deliver will be duly and validly authorized and reserved for issuance to the Company a written statementLender, and upon the exercise of the Lender Warrants, such Common Shares will be duly authorized, validly issued as fully paid and non-assessable shares in a form satisfactory the capital of the Parent, and the Lender will be the legal and registered owner of such Common Shares and will have good title thereto free and clear of all Liens arising by, through or under the Parent or its Subsidiaries. The Lender Warrants and Common Shares have been or will be, as applicable, offered, issued, sold and delivered to the Company, representing and warranting Lender in compliance with all Applicable Securities Legislation; and (viii) the first trade of the Lender Warrants or the Common Shares acquired upon the exercise thereof by the holder thereof will be exempt from the prospectus requirements of the Applicable Securities Legislation provided that: (aA) the Parent is and has been a reporting issuer in a jurisdiction of Canada for at least four months immediately preceding the event that date of such trade; (B) at least four months have elapsed from the holder of Shares received pursuant to exercise distribution date (as defined in National Instrument 45-102) of the Option is permitted to sellLender Warrants; (C) certificates representing the Lender Warrants issued on or within four months after the Effective Date, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, were issued with a legend stating the holder may only do so pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred prescribed restricted period in accordance with an opinion Section 2.5 of counsel National Instrument 45-102; (D) such trade is not a control distribution as defined in National Instrument 45-102; (E) no unusual effort is made to prepare the market or to create a demand for the Company securities that are the subject of the trade; (F) no extraordinary commission or consideration is paid to a Person in respect of such registration is not requiredtrade; and (bG) if the selling security holder understands is an insider or officer of the Parent, the selling security holder has no reasonable grounds to believe that the resale Parent is in default of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Applicable Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities ActLegislation.

Securities Representations. If the Committee determines Lender understands and agrees that the law so requiresconsummation of this Agreement including entering into the Note as contemplated hereby, constitutes the holder offer and sale of securities under the Option granted hereunder shallSecurities Act. Lender agrees that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired. In order to provide documentation for reliance upon any exercise or conversion thereof, execute exemptions from the registration and deliver prospectus delivery requirements for such transactions Lender agrees that it will sign appropriate representations and warranties related to the Company a written statement, its suitability to invest in a form satisfactory to the Company, representing including an investment letter and warranting that: (a) suitability questionnaire which are contained in the event “suitability letter” attached hereto as appendix “A.” Lender understands that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement Note has not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Note to be received by the Lender under the terms of 1933 (this Agreement will be acquired for the "Act") Lender’s own account, for investment, and qualification under not with the present intention of resale or distribution of all or any part of the securities. Lender agrees that he will refrain from transferring or otherwise disposing of the Note, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Lender is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for his current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Note or have it repaid prior to its maturity date. Lender understands that Note is being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in Company is relying upon the over-the-counter market or on a securities exchange) does not violate the provisions truth and accuracy of Rule 144 under the Act. A stop-transfer order will be placed on the books of Lender’s representations, warranties, agreements, and understandings set forth herein to determine Lender’s suitability to loan the Company respecting the certificates evidencing funds and accept the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities ActNote.

Securities Representations. If (a) The shares of common stock of Acquisition are being acquired for the Committee determines account of the Shareholders and not with a view to sale in connection with any distribution of the Acquisition common stock; (b) Each of the Shareholders is acquiring the Acquisition common stock hereunder without having received any form of general solicitation or general advertising; (c) Each of the Shareholders or his representative, if any, have been provided with, or given reasonable access to, full and fair disclosure of all material information concerning Acquisition; (d) Each of the Shareholders has a preexisting personal or business relationship with Acquisition or certain of its officers, directors or controlling persons, or by reason of its business or financial experience, each of the Shareholders could reasonably be assumed to have the capacity to represent his own interests in connection with this Agreement; (e) Each of the Shareholders understands and hereby acknowledges that the law so requires, Acquisition common stock will be issued pursuant only to those restrictions imposed by and exemptions available pursuant to applicable federal and state laws and that the holder certificates to be issued in respect of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company Acquisition common stock may bear a written statement, legend in a form satisfactory to counsel for Acquisition; in part, Acquisition's reliance upon such exemptions is based on the Company, representing representations and warranting that:warranties made by Shareholders in this Section 6.3; (af) in Each of the event Shareholders agrees that the holder of Shares received pursuant certificates to exercise be issued in respect of the Option is permitted Acquisition common stock may bear a legend in a form satisfactory to counsel for Acquisition reflecting the status of the Acquisition common stock as restricted securities under Rule 144(a)(3) promulgated under the Securities Act and acknowledges that the transfer agent or registrar for Acquisition may be instructed to restrict the transfer of the Acquisition common stock in accordance with such legend and any other restrictions provided in this Agreement; (g) Each of the Shareholders hereby agrees that he will not sell, transfer, hypothecate, pledge, hypothecate, assign or otherwise dispose of such Sharesany of the Acquisition common stock, except pursuant to the holder may only do so pursuant terms of this Agreement and to a registration statement filed under the provisions of the Securities Act Act, a favorable no-action or interpretive letter received from the Commission or an opinion of 1933 (counsel satisfactory to Acquisition that such sale, transfer, hypothecation, pledge, assignment or other disposition will not violate the "registration requirements of the Securities Act") and qualification under applicable state securities laws or , pursuant to an opinion of counsel satisfactory to the Company Acquisition that such registration and qualification are not requiredsale, and that the transaction (if it involves a sale in the over-the-counter market transfer, hypothecation, pledge, assignment or on a securities exchange) does other disposition will not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books registration requirements of the Company respecting Securities Act and does not in any way violate the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion terms of counsel for the Company that such registration is not requiredthis Agreement; and (bh) holder understands that the resale Each of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless Shareholders hereby acknowledges that: (i) a public trading market then exists for the Common Stock shares of Acquisition common stock referred to herein are being acquired after adequate investigation of the Company, business plan and prospects of Acquisition; (ii) adequate information concerning that none of the Company Shareholders is then available relying upon the accuracy of any predictions as to the public, future prospects or developments of Acquisition or its business and is well informed as to the business of Acquisition and has reviewed its operations and financial statements; (iii) other terms each of the Shareholders or his professional advisors have discussed the financial condition and conditions business operations of Rule 144 or any exemption therefrom are complied withAcquisition with the officers, directors and principal stockholders of Acquisition and has been afforded the opportunity to ask questions with respect thereto; and that any sale (iv) each of the Shares may be made only in limited amounts in accordance with such terms Shareholders specifically acknowledges that the shares of Acquisition common stock are speculative and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements involve a very high degree of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") risk and that holder may there can be subject no assurance that Acquisition will achieve its business objectives or, in particular, that it will ever have cash available for distribution to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Actits stockholders.

Securities Representations. If In connection with the Committee determines that issuance to Sellers of the law so requiresPurchaser’s Common Stock, the holder of the Option granted hereunder shallSellers hereby agree, upon any exercise or conversion thereof, execute represent and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting thatwarrant as follows: (a) Each Seller (collectively, the “Holders”) will acquire the Purchaser’s Common Stock solely for the Holder’s own account. (b) The Holders are aware of the Purchaser’s business affairs and financial condition and have acquired sufficient information about the Purchaser to reach an informed and knowledgeable decision to acquire the Purchaser’s Common Stock. The Holders further represent and warrant that Holders have discussed the Purchaser and its plans, operations and financial condition with its officers, has received all such information as Holders deem necessary and appropriate to enable Holders to evaluate the financial risk inherent in making an investment in the event that Purchaser’s Common Stock and have received satisfactory and complete information concerning the holder of Shares received pursuant to exercise business and financial condition of the Option Purchaser in response to all inquiries in respect thereof. (c) The Holders realize that Holders’ acquisition of the Purchaser’s Common Stock will be a highly speculative investment, and Holders are able, without impairing Holders’ financial condition, to hold the Purchaser’s Common Stock for an indefinite period of time and to suffer a complete loss of Holders’ investment. (d) The Purchaser has disclosed to the Holders that: (i) the sale of the Purchaser’s Common Stock has not been registered under the Securities Act, and the Purchaser’s Common Stock must be held indefinitely unless a transfer of them is permitted to sellsubsequently registered under the Securities Act or an exemption from such registration is available; and (ii) the Purchaser will make a notation in its records of the aforementioned restrictions on transfer. (e) The Holders are aware of the provisions of Rule 144, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement promulgated under the Securities Act of 1933 1933, as amended, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (the "Act") and qualification under applicable state securities laws or pursuant to an opinion affiliate of counsel satisfactory such issuer), in a non-public offering subject to the Company satisfaction of certain conditions, including among other things: the resale occurring not less than one year from the date the Holder has purchased and paid for the Purchaser’s Common Stock; the availability of certain public information concerning the Purchaser; the sale being through a broker in an unsolicited “broker’s transaction” or in a transaction directly with a market maker; and limitations on the amount of Purchaser’s Common Stock that may be sold during any three-month period. The Holders further represent that Holders understand that at the time Holders wish to sell the Purchaser’s Common Stock, there may be no public market upon which to make such registration and qualification are not requireda sale, and that, even if such a public market then exists, the Purchaser may not be satisfying the current public information requirements of Rule 144, and that, in such event, the Holders would be precluded from selling the Purchaser’s Common Stock under Rule 144 even if the one-year minimum holding period had been satisfied. (f) Without in any way limiting the Holders’ representations and warranties set forth above, the Holders further agree that the transaction Holders shall in no event make any disposition of all or any portion of the Purchaser’s Common Stock unless and until: (if it involves i) there is then in effect a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 Registration Statement under the Act. A stop-transfer order will be placed on Securities Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (ii) the books Holders shall have (1) notified the Purchaser of the Company respecting proposed disposition and furnished the certificates evidencing Purchaser with a detailed statement of the Sharescircumstances surrounding the proposed disposition, and such certificates shall bear any required legends until such time as (2) if reasonably requested by the Shares evidenced by such certificates shall have been registered under Purchaser, furnished the Act or shall have been transferred in accordance Purchaser with an opinion of the Holder’s own counsel to the effect that such disposition will not require registration of such shares under the Securities Act, and such opinion of the Holder’s counsel shall have been concurred in by counsel for the Company that Purchaser, and the Purchaser shall have advised the Holders of such registration is not required; andconcurrence. (bg) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will The Purchaser shall not be available unless required (i) a public trading market then exists for the to transfer on its books any Purchaser’s Common Stock of the Company, Purchaser which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement or (ii) adequate information concerning to treat as owner of such Purchaser’s Common Stock or to accord the Company is then available right to the public, and (iii) other terms and conditions of Rule 144 vote as such owner or to pay dividends to any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with transferee to whom such terms and conditions; andPurchaser’s Common Stock shall have been so transferred. (ch) holder has been advised that holder may be All certificates representing any Purchaser’s Common Stock subject to the reporting requirements provisions of Section 16(a) of this Agreement shall have endorsed thereon the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Actfollowing legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.”

Securities Representations. If the Committee determines The Seller hereby confirms that the law so requires, securities to be acquired by the holder of the Option granted Sellers hereunder shall, upon any exercise or conversion thereof, execute and deliver (subject to the Company terms and conditions herein) will be acquired for investment for the Seller’s own account, not as a written statementnominee or agent, in and not with a form satisfactory view to the Companyresale or distribution of any part thereof (other than pursuant to the registration statement contemplated hereby), representing and warranting that: (a) in the event that the holder Seller has no present intention of Shares received selling, granting any participation in, or otherwise distributing the same (other than pursuant to exercise of the Option is permitted registration statement contemplated hereby). The Seller further represents that the Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfertransfer or grant participations to such Person or to any third Person, pledge, hypothecate, assign or otherwise dispose with respect to any of such Sharessecurities. The Seller understands that the securities to be acquired, subject to the holder may only do so pursuant to a registration statement terms and conditions herein, have not been, and until registered in compliance with this Agreement, will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of 1933 (the "Act") investment intent and qualification the accuracy of the Seller’s representations as expressed herein. The Seller understands that, until registered in compliance with this Agreement, the securities are “restricted securities” under applicable U.S. federal and state securities laws or and that, pursuant to these laws, the Seller must hold the securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an opinion of counsel satisfactory to the Company that exemption from such registration and qualification are not required, and requirements is available. The Seller acknowledges that Purchaser has no obligation to register or qualify the securities for resale except as set forth in this Agreement. The Seller understands that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Sharesmay, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with this Agreement, be notated with a customary Securities Act legend. The Seller represents that he is an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to accredited investor as defined in Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a501(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed Regulation D promulgated under the Securities Act.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver In addition to the Company a written statementother representations made in Sections 3 and 4 hereof, in a form satisfactory Buyer and Seller herby represent and warrant to the Company, representing and warranting thatother as follows: (a) in the event Each acknowledges that the holder of Shares received pursuant to Interest, the Warrant and the shares issuable upon exercise of the Option is permitted to sellWarrant (the "Warrant Shares"), transferas applicable, pledgeare and will be acquired solely by and for the receiving party for investment and not as a nominee or agent for the benefit of any other person or entity, hypothecateand each has no current intention of distributing, assign reselling or otherwise dispose assigning any of such Sharesthe Interest or Warrant, as applicable, other than in accordance with the holder may only do so pursuant to a registration statement under provisions of the Securities Act of 1933, as amended ("1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required), and that the transaction (if it involves a sale in rules and regulations adopted by the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 SEC under the Act. A stop-transfer order will be placed on the books 1933 Act and any other applicable laws. (b) Each understands that none of the Company respecting Interest, the certificates evidencing Warrant or the Warrant Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have applicable, has been registered under the 1933 Act and that neither RI nor RadNet, Inc. is under obligation to register or assist Buyer or Seller, as applicable, in registering the Interest, the Warrant or the Warrant Shares, as applicable. Buyer and Seller each further understands and agrees that the Interest, the Warrant and the Warrant Shares, as applicable, must be held indefinitely unless subsequently registered under the 1933 Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the any exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that 1933 Act covering any sale of the Shares may Interest, the Warrant or the Warrant Shares, as applicable, is available. Each understands that legends reflecting these restrictions on transferability will be made only in limited amounts in accordance with such terms and conditions; andset forth on any certificates evidencing the Interest, the Warrant or the Warrant Shares, as applicable. (c) holder Each is aware that (i) its investment in the Interest, the Warrant and the Warrant Shares, as applicable, involves a possible degree of risk, lack of liquidity and substantial restriction on transferability and (ii) no federal or state agency has been advised that holder may be subject made any finding or determination as to the reporting requirements of Section 16(a) fairness for investment in, or any recommendation or endorsement of the Securities Exchange Act Interest, the Warrant or the Warrant Shares, as applicable. (d) Each has sufficient financial resources available to support the loss of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities all or a portion of the Company imposed under investment in the Securities ActInterest, the Warrant or the Warrant Shares, as applicable, has no need for liquidity with respect to its investment in the Interest, the Warrant or the Warrant Shares, as applicable, and is able to bear the economic risk of the investment. (e) Buyer and Seller are each sophisticated and experienced in financial, business and investment matters, are in the same business as RI and as a result of financial information received from RI and RadNet, Inc. are aware of RI's or RadNet, Inc.'s financial condition and business affairs and, based thereon, each is in a position to evaluate the merits and risks of an investment in the Interest , the Warrant or the Warrant Shares, as applicable.

Securities Representations. If Upon the Committee determines that the law so requires, the holder exercise of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver prior to the Company a written statement, in a form satisfactory registration pursuant to the CompanySecurities Act of the Common Stock subject to the Option, representing the Participant will be deemed to acknowledge and warranting thatmake the following representations and warranties and any issuances of Common Stock by the Company shall be made in reliance upon the following express representations and warranties of the Participant: (a) shares of the Common Stock are being acquired for the Participant's own account and not with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any of such shares of Common Stock; (b) the Participant has been advised that the shares of Common Stock have not been registered under the Securities Act on the ground that no distribution or public offering of the shares of Common Stock is to be effected (it being understood, however, that the shares of Common Stock are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and in this connection the Company is relying in part on the Participant's representations set forth in this Section; (c) in the event that the holder of Shares received pursuant to exercise of the Option Participant is permitted to sell, transfer, pledge, hypothecate, assign Transfer or otherwise dispose of such Sharesthe shares of Common Stock, the holder Participant may only do so pursuant to a registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Securities Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Sharesshares of Common Stock, and such certificates shall bear any required legends legends, until such time as the Shares shares of Common Stock evidenced by such certificates shall have been registered under the Securities Act or shall have been transferred Transferred in accordance with an opinion of counsel for the Company that such registration is not required; (d) the Transfer of the shares of Common Stock have not been registered under the Securities Act, and the shares of Common Stock must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available and the Company is under no obligation to register the shares of Common Stock; and (be) holder the Participant understands that the resale shares of Common Stock acquired upon exercise of the Shares Option are subject to restricted securities within the meaning of Rule 144 promulgated under the Securities Act; that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the CompanyStock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities Act.

Securities Representations. If Upon the Committee determines that the law so requiresGrant Date, the holder Grantee makes the following representations and warranties and the grant of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to Award Shares by the Company a written statement, hereunder shall be made in a form satisfactory to the Company, representing reliance upon such representations and warranting thatwarranties: (a) The Grantee is acquiring and will hold the Award Shares for investment for the Grantee’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the event that the holder meaning of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement under the Securities Act of 1933 (the "“Securities Act"”) and qualification under or other applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration and qualification are not required, and laws. (b) The Grantee has been advised that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does Award Shares have not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Securities Act or shall have been other applicable securities laws, on the ground that no distribution or public offering of such Award Shares is to be effected (it being understood, however, that such Award Shares are being transferred in accordance with reliance on an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Act; that the exemption from registration under the Securities Act), and that such Award Shares must be held indefinitely, unless they are subsequently registered under the applicable securities laws or are repurchased in accordance with a Change of Control Transaction or otherwise in accordance with the Limited Liability Company Agreement. The Grantee further acknowledges and understands that the Company is under no obligation hereunder to register the Award Shares. (c) The Grantee is aware of the adoption of Rule 144 by the United States Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Grantee acknowledges that the Grantee is familiar with the conditions for resale set forth in Rule 144 and acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (d) The Grantee will not be available unless transfer the Award Shares in violation of the Limited Liability Company Agreement, this Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws; provided that the foregoing shall in no way limit the Grantee’s ability to transfer the Award Shares pursuant to Section 5 of this Agreement and the terms and conditions of the Limited Liability Company Agreement. (e) The Grantee is familiar with the business and financial condition, properties, operations and prospects of the Company and has been furnished with, and has had access to, such information as the Grantee considers necessary or appropriate for deciding whether to invest in the Award Shares. The Grantee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Award Shares. (f) The Grantee represents and warrants that (i) a public trading market then exists for no representation or warranty, express or implied, whether written or oral, as to the Common Stock financial condition, results of operations, prospects, properties or businesses of the Company or any of its Affiliates, or as to the desirability or value of an investment in the Company has been made to the Grantee by or on behalf of the Company or any of its Affiliates, (ii) the Grantee has relied upon its own independent determination and investigation, and the advice of its own counsel, tax and other advisors regarding the risks of an investment in the Company, (iiiii) adequate information concerning the Company is then available Grantee will continue to bear sole responsibility for Grantee’s independent evaluation and monitoring of the publicrisks of the Grantee’s investment in the Company, (iv) the future value of the Award Shares are speculative and (iiiv) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale the Grantee has conducted to its satisfaction an independent investigation of the Shares may be made only in limited amounts in accordance with such terms financial condition, liabilities, results of operations and conditions; and (c) holder has been advised that holder may be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities projected operations of the Company imposed under and the Securities Actnature and condition of the Company’s assets and businesses and, in making the determination to proceed with the investment in the Company, has relied solely on the results of the Grantee’s own independent investigation. (g) The Grantee is an experienced and sophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Company. The Grantee is able, without impairing the Grantee’s financial condition, to hold the Award Shares to be transferred hereunder for an indefinite period and to suffer a complete loss of the Grantee’s investment in the Award Shares.

Securities Representations. If Upon the Committee determines that vesting of the law so requiresRSUs prior to the registration of any Shares to be issued hereunder pursuant to the Securities Act or other applicable securities laws, the holder Employee shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be reasonably requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the express representations and warranties of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting thatEmployee: (a) The Employee is acquiring and will hold the Shares to be issued hereunder for investment for the Employee’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the event meaning of the Securities Act or other applicable securities laws. (b) The Employee has been advised that the holder of Shares received pursuant to exercise of the Option is permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of such Shares, the holder may only do so pursuant to a registration statement be issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of 1933 such Shares is to be effected (it being understood, however, that such Shares are being issued and sold in reliance on the "exemption provided under Rule 701 under the Securities Act") ), and qualification that such Shares must be held indefinitely, unless they are subsequently registered under the applicable state securities laws or pursuant to the Employee obtains an opinion of counsel (in form and substance reasonably satisfactory to the Company and its counsel) that such registration and qualification are not required, and that the transaction (if it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance with an opinion of counsel for the Company that such registration is not required; and (b) holder . In connection with the foregoing, the Company is relying in part on the Employee’s representations set forth in this Section ‎5. The Employee further acknowledges and understands that the resale Company is under no obligation hereunder to register the Shares to be issued hereunder. (c) The Employee is aware of the Shares are adoption of Rule 144 by the United States Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges that the Employee is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the conditions for resale set forth in Rule 144 promulgated under the Act; have not been satisfied and that the exemption Company has no plans to satisfy these conditions in the foreseeable future. (d) The Employee has been furnished with, and has had access to, such information as the Employee considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Employee has had an opportunity to ask questions and receive answers from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to regarding the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale the issuance of the Shares may be made only in limited amounts in accordance with such terms and conditions; andShares. (ce) holder The Employee is aware that an investment in the Company is a speculative investment that has been advised that holder may be limited liquidity and is subject to the reporting requirements risk of Section 16(a) complete loss. The Employee is able, without impairing the Employee’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements on the purchase and sale of securities of the Company imposed under the Securities ActEmployee’s investment in such Shares.

Securities Representations. If the Committee determines that the law so requires, the holder of the Option granted hereunder shall, upon any exercise or conversion thereof, execute and deliver to the Company a written statement, in a form satisfactory to the Company, representing and warranting that: (a) Each Seller is acquiring the Buyer Units for his or its own account and not with a view to, or for offer of resale in connection with, a distribution thereof, within the meaning of the Securities Act. In acquiring the Buyer Units, such Seller is not offering or selling, and will not offer or sell, for himself or itself in connection with any distribution of the Buyer Units, and such Seller does not have a participation in and will not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities laws. (b) Each Seller is an “accredited investor” as such term is defined under Regulation D promulgated under the Securities Act. Additionally, each Seller acknowledges that he or it is able to fend for himself or itself, can bear the economic risk of his or its investment in the event Buyer Units, and has such knowledge and experience in financial and business matters similar to the transaction described herein such that he or it is capable of evaluating the merits and risks of an investment in the Buyer Units. (c) Further, each Seller understands that such Buyer Units will not have been registered pursuant to the Securities Act or any applicable state securities laws, that the holder of Shares received pursuant to exercise of Buyer Units, when issued, will be characterized as "restricted securities" under federal securities laws, and that under such laws and applicable regulations the Option is permitted to sell, transfer, pledge, hypothecate, assign Buyer Units cannot be sold or otherwise dispose disposed of such Shares, the holder may only do so pursuant to a without registration statement under the Securities Act of 1933 (the "Act") and qualification under applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company exemption therefrom. Each such Seller represents that such registration and qualification are not required, and that the transaction (if he or it involves a sale in the over-the-counter market or on a securities exchange) does not violate the provisions of Rule 144 under the Act. A stop-transfer order will be placed on the books of the Company respecting the certificates evidencing the Shares, and such certificates shall bear any required legends until such time as the Shares evidenced by such certificates shall have been registered under the Act or shall have been transferred in accordance is familiar with an opinion of counsel for the Company that such registration is not required; and (b) holder understands that the resale of the Shares are subject to Rule 144 promulgated under the Securities Act; that , as currently in effect, and understands the exemption from registration under Rule 144 will not resale limitations imposed thereby and by the Securities Act. Stop transfer instructions may be available unless (i) a public trading market then exists issued to the transfer agent for the Common Stock securities of the Company, Buyer (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares a notation may be made only in limited amounts the appropriate records of the Buyer) in accordance connection with the Buyer Units issued hereunder. It is agreed and understood by such terms and conditions; andSeller that, should any certificate be issued representing any of the Buyer Units, each such certificate shall conspicuously setforth on the face or back thereof, in addition to any legends required by Law, a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE FIRST REGISTERED PURSUANT TO THAT ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS EAGLE ROCK ENERGY PARTNERS, L.P. RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (cd) holder has been advised Each Seller represents and acknowledges that holder may be subject Buyer is issuing the Buyer Units pursuant to an exemption from the reporting registration requirements of Section 16(a) of the Securities Exchange Act of 1934 (the "Securities Act") and that holder may be subject to insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇trictions and reporting requirements based on the purchase and sale of securities of the Company imposed under the Securities Actrepresentations provided by Sellers hereunder.