Common use of Securities Representations Clause in Contracts

Securities Representations. Buyer understands and agrees that the consummation of this Agreement including purchasing the Shares as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer understands that the Shares have 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 Shares to be received by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees that he will refrain from transferring or otherwise disposing of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer 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 Shares. Buyer understands that Shares are being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of Buyer’s representations, warranties, agreements, and understandings set forth herein to determine Buyer’s suitability to purchase the Shares.

Securities Representations. Buyer understands and agrees The Seller hereby confirms that the consummation Shares to be acquired by the Seller hereunder (subject to the terms and conditions herein) will be acquired for investment for the Seller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of this Agreement including purchasing any part thereof (other than pursuant to an effective registration statement or an available exemption therefrom), and that the Shares as contemplated herebySeller has no present intention of selling, constitutes granting any participation in, or otherwise distributing the offer and sale of securities under same (other than pursuant to an effective registration statement or an available exemption therefrom). The Seller further represents that the Securities Act. Buyer agrees that Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements Person or to any third Person, with respect to any of such statutes which depend, among other items, on the circumstances under which such securities are acquiredsecurities. In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer The Seller understands that the Shares to be acquired, subject to the terms and conditions herein, have not been been, and until registered, will not be, registered under the Securities Act and must be held indefinitely without any transferof 1933, saleas amended (the “Securities Act”) , or other disposition unless such Shares are subsequently registered under by reason of a specific exemption from the registration provisions of the Securities Act or registration is not required which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Seller must hold the Shares indefinitely unless they are registered with the Securities Act in reliance on and Exchange Commission and qualified by state authorities, or an available exemptionexemption from such registration and qualification requirements is available. The Seller acknowledges that Company has no obligation to register or qualify the securities for resale. The Seller understands that the Shares to may, be received by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not notated with the present intention of resale or distribution of all or any part of the securities. Buyer agrees that he will refrain from transferring or otherwise disposing of the Shares, or any interest therein, in such manner as to violate the a customary Securities Act or any applicable state securities law regulating the disposition thereoflegend. Buyer The Seller represents that it is an “accredited investor” within the meaning investor as defined in Rule 501(a) 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 Shares. Buyer understands that Shares are being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of Buyer’s representations, warranties, agreements, and understandings set forth herein to determine Buyer’s suitability to purchase the SharesAct.

Securities Representations. The Buyer understands and agrees that the consummation of this Agreement including purchasing the transfer of the Shares as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. The Buyer 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” The Buyer understands that the Shares have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares to be received acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. The Buyer agrees that he it will refrain from transferring or otherwise disposing of any of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. The Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for his its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the SharesShares which the Buyer is purchasing hereby. The Buyer understands that the Shares being sold pursuant to this Agreement are being entered into offered and sold in reliance on specific exemptions from the registration requirements of Federal federal and state securities laws and that the Company Seller is relying upon the truth and accuracy of the Buyer’s representations, warranties, agreements, and understandings set forth herein to determine the Buyer’s suitability to purchase acquire the Shares.

Securities Representations. Buyer Lender understands and agrees that the consummation of this Agreement including purchasing entering into the Shares Note as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer Lender agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer Lender understands that the Shares have Note has not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares Note to be received by the Buyer Lender under the terms of this Agreement will be acquired for the BuyerLender’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer Lender agrees that he will refrain from transferring or otherwise disposing of the SharesNote, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer 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 SharesNote or have it repaid prior to its maturity date. Buyer Lender understands that Shares are Note is being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of BuyerLender’s representations, warranties, agreements, and understandings set forth herein to determine BuyerLender’s suitability to purchase loan the SharesCompany the funds and accept the Note.

Securities Representations. Buyer understands and agrees Each Seller hereby confirms that the consummation securities to be acquired by the Sellers hereunder (subject to the terms and conditions herein) will be acquired for investment for the Seller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of this Agreement including purchasing any part thereof (other than pursuant to the Shares as registration statement contemplated hereby), constitutes and that the offer Seller has no present intention of selling, granting any participation in, or otherwise distributing the same (other than pursuant to the 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, transfer or grant participations to such Person or to any third Person, with respect to any of such securities. Each Seller understands that the securities to be acquired, subject to the terms and sale of securities conditions herein, have not been, and until registered in compliance with this Agreement, will not be, registered under the Securities Act. Buyer agrees that such transactions shall be consummated in reliance on exemptions , by reason of a specific exemption from the registration and prospectus delivery requirements provisions of such statutes the Securities Act which dependdepends upon, among other itemsthings, on the circumstances under which such bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands that, until registered in compliance with this Agreement, the securities are acquired. In order “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to provide documentation for reliance upon exemptions 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 exemption from the such registration and prospectus delivery qualification requirements is available. The Seller acknowledges that Purchaser has no obligation to register or qualify the securities for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest resale except as set forth in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer this Agreement. The Seller understands that the Shares have not been securities may, until registered under the in accordance with this Agreement, be notated with a customary 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 exemptionlegend. The Shares to be received by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees Each Seller represents that he will refrain from transferring or otherwise disposing of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer is an “accredited investor” within the meaning investor as defined in Rule 501(a) 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 Shares. Buyer understands that Shares are being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of Buyer’s representations, warranties, agreements, and understandings set forth herein to determine Buyer’s suitability to purchase the SharesAct.

Securities Representations. Buyer understands and agrees Each Seller hereby confirms that the consummation securities to be acquired by each Sellers hereunder (subject to the terms and conditions herein) will be acquired for investment for each Seller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of this Agreement including purchasing any part thereof (other than pursuant to the Shares as registration statement contemplated hereby), constitutes and that each Seller has no present intention of selling, granting any participation in, or otherwise distributing the offer 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, transfer or grant participations to such Person or to any third Person, with respect to any of such securities. Each Seller understands that the securities to be acquired, subject to the terms and sale of securities conditions herein, have not been, and until registered in compliance with this Agreement, will not be, registered under the Securities Act. Buyer agrees that such transactions shall be consummated in reliance on exemptions , by reason of a specific exemption from the registration and prospectus delivery requirements provisions of such statutes the Securities Act which dependdepends upon, among other itemsthings, on the circumstances under which such bona fide nature of the investment intent and the accuracy of each Seller’s representations as expressed herein. Each Seller understands that, until registered in compliance with this Agreement, the securities are acquired. In order “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to provide documentation for reliance upon exemptions 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 exemption from the such registration and prospectus delivery qualification requirements is available. Each Seller acknowledges that Purchaser has no obligation to register or qualify the securities for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest resale except as set forth in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer this Agreement. Each Seller understands that the Shares have not been securities may, until registered under the in accordance with this Agreement, be notated with a customary 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 exemptionlegend. The Shares to be received by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees Each Seller represents that he will refrain from transferring or otherwise disposing of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer is an “accredited investor” within the meaning investor as defined in Rule 501(a) 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 Shares. Buyer understands that Shares are being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of Buyer’s representations, warranties, agreements, and understandings set forth herein to determine Buyer’s suitability to purchase the SharesAct.

Securities Representations. Buyer understands and agrees that the consummation of this Agreement including purchasing the Shares issuance of shares of Common Stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “"suitability letter” " attached hereto as appendix “A.” exhibit "B." Buyer understands that the Shares shares of Common Stock have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares shares of Common Stock to be received acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s 's own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees that he will refrain from transferring or otherwise disposing of any of the Sharesshares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer 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 Sharesshares of Common Stock which Buyer is purchasing hereby. Buyer understands that Shares the shares of Common Stock being sold pursuant to this Agreement are being entered into offered and sold in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is Sellers are relying upon the truth and accuracy of Buyer’s 's representations, warranties, agreements, and understandings set forth herein to determine Buyer’s 's suitability to purchase acquire the Sharesshares of Common Stock.

Securities Representations. Buyer understands The Lender hereby represents and agrees warrants to the Borrower that the consummation (i) it is an “accredited investor” as such term is defined in Rule 501(a) of this Agreement including purchasing the Shares as contemplated hereby, constitutes the offer and sale of securities Regulation D promulgated under the Securities Act. Buyer agrees that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements Act of such statutes which depend1933, among other items, on the circumstances under which such securities are acquired. In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in as amended (the “suitability letter” attached hereto as appendix “A.” Buyer Securities Act”), (ii) it understands that the Shares Note and the shares underlying the Note (collectively, the “Securities”) have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Lender’s investment intention; in this connection, the Lender hereby represents that it is purchasing the Securities for the Lender’s own account for investment and must 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 held indefinitely without any transferexempt from the registration requirements of Section 4(2) of the Securities Act and Rule 506 of Regulation D, sale(v) the Lender agrees not to sell, pledge, assign or other disposition otherwise transfer or dispose of the Securities unless such Shares they are subsequently registered under the Securities Act or registration is not required and under the Securities Act in reliance on an available exemption. The Shares to be received by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees that he will refrain from transferring or otherwise disposing of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating or “blue sky” laws or unless an exemption from such registration is available, and (vi) the disposition thereof. Buyer is an “accredited investor” within Lender acknowledges receipt and careful review of this Note, the meaning 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 Regulation D promulgated under the Securities Act purchase and any additional information that the Purchaser has requested or desired to know, and has adequate means for providing for his current needs been afforded the opportunity to ask questions of and possible personal contingencies receive answers from duly authorized officers or other representatives of the Borrower concerning the Borrower and has no need now the terms and anticipates no need in conditions of the foreseeable future to sell the Shares. Buyer understands that Shares are being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of Buyer’s representations, warranties, agreements, and understandings set forth herein to determine Buyer’s suitability to purchase the Sharespurchase.

Securities Representations. Buyer understands and agrees that the consummation of this Agreement including purchasing the transfer of the Shares as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer understands that the Shares have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares to be received acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees that he will refrain from transferring or otherwise disposing of any of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for his its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the SharesShares which Buyer is purchasing hereby. Buyer understands that the Shares being sold pursuant to this Agreement are being entered into offered and sold in reliance on specific exemptions from the registration requirements of Federal federal and state securities laws and that the Company Seller is relying upon the truth and accuracy of Buyer’s representations, warranties, agreements, and understandings set forth herein to determine Buyer’s suitability to purchase acquire the Shares.

Securities Representations. Buyer The Company understands and agrees that the consummation of this Agreement Agreement, including purchasing the Shares issuance of shares of CTYM Stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer The Company 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer The Seller understands that the Shares shares of CTYM Stock have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares shares of CTYM Stock to be received acquired by the Buyer Company under the terms of this Agreement will be acquired for the Buyer’s Company's own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer Company agrees that he it will refrain from transferring or otherwise disposing of any of the Sharesshares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer Company is an “"accredited investor” " within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for his its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Sharesshares of CTYM Stock which Company is purchasing hereby. Buyer Company understands that Shares the shares of CTYM Stock being sold pursuant to this Agreement are being entered into offered and sold in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company Buyer is relying upon the truth and accuracy of Buyer’s Company's representations, warranties, agreements, and understandings set forth herein to determine Buyer’s Company's suitability to purchase acquire the Sharesshares of CTYM Stock.

Securities Representations. Buyer understands The Lender hereby represents and agrees warrants to the Borrower that the consummation (i) it is an “accredited investor” as such term is defined in Rule 501(a) of this Agreement including purchasing the Shares as contemplated hereby, constitutes the offer and sale of securities Regulation D promulgated under the Securities Act. Buyer agrees that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements Act of such statutes which depend1933, among other items, on the circumstances under which such securities are acquired. In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in as amended (the “suitability letter” attached hereto as appendix “A.” Buyer Securities Act”), (ii) it understands that the Shares Note and the shares underlying the Note (collectively, the “Securities”) have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Lender’s investment intention; in this connection, the Lender hereby represents that it is purchasing the Securities for the Lender’s own account for investment and must 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 held indefinitely without any transferexempt from the registration requirements of Section 4(2) of the Securities Act and Rule 506 of Regulation D, sale(v) the Lender agrees not to sell, pledge, assign or other disposition otherwise transfer or dispose of the Securities unless such Shares they are subsequently registered under the Securities Act or registration is not required and under the Securities Act in reliance on an available exemption. The Shares to be received by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees that he will refrain from transferring or otherwise disposing of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating or “blue sky” laws or unless an exemption from such registration is available, and (vi) the disposition thereof. Buyer is an “accredited investor” within Lender acknowledges receipt and careful review of the meaning 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 Regulation D promulgated under the Securities Act purchase and any additional information that the Borrower has requested or desired to know, and has adequate means for providing for his current needs been afforded the opportunity to ask questions of and possible personal contingencies receive answers from duly authorized officers or other representatives of the Borrower concerning the Borrower and has no need now the terms and anticipates no need in conditions of the foreseeable future to sell the Shares. Buyer understands that Shares are being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of Buyer’s representations, warranties, agreements, and understandings set forth herein to determine Buyer’s suitability to purchase the Sharespurchase.

Securities Representations. Buyer understands Each Contributor is acquiring the Contributee Units for its own account and agrees that not with a view to, or for offer of resale in connection with, a distribution thereof, within the consummation meaning of this Agreement including purchasing the Shares Securities Act. In acquiring the Contributee Units, such Contributor is not offering or selling, and will not offer or sell, for itself in connection with any distribution of the Contributee Units, and such Contributor 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. Each Contributor is an “accredited investor” as contemplated hereby, constitutes the offer and sale of securities such term is defined under Regulation D promulgated under the Securities Act. Buyer agrees Additionally, each Contributor acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Contributee Units, and has 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 Contributee Units. Further, each Contributor understands 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it Contributee Units will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer understands that the Shares not have 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 Shares pursuant to be received by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees that he will refrain from transferring or otherwise disposing of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating Laws, that the disposition thereofContributee Units, when issued, will be characterized as “restricted securities” under federal securities Laws, and that under such Laws and applicable regulations the Contributee Units cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. Buyer Each Contributor represents that it is an “accredited investor” within the meaning of Regulation D familiar with Rule 144 promulgated under the Securities Act Act, as currently in effect, and has adequate means understands the resale limitations imposed thereby and by the Securities Act. Stop transfer instructions may be issued to the transfer agent for providing for his current needs and possible personal contingencies and has no need now and anticipates no need securities of the Contributee (or a notation may be made in the foreseeable future appropriate records of the Contributee) in connection with the Contributee Units issued hereunder. It is agreed and understood by each Contributor that, should any certificate be issued representing any of the Contributee Units, each such certificate shall conspicuously set forth on the face or back thereof, in addition to sell any legends required by applicable Law or other agreement, a legend in substantially the Sharesfollowing 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. Buyer understands 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 Contributor represents and acknowledges that Shares are being entered into in reliance on specific exemptions Contributee is issuing the Contributee Units pursuant to an exemption from the registration requirements of Federal and state securities laws and that the Company is relying upon Securities Act based on the truth and accuracy of Buyer’s representations, warranties, agreements, and understandings set forth herein to determine Buyer’s suitability to purchase the Sharesrepresentations provided by such Contributor hereunder.

Securities Representations. Buyer understands and agrees that the consummation of this Agreement including purchasing the Shares transfer of the Membership Interests as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer understands that the Shares Membership Interests have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares Membership Interests are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. Buyer further understands that Seller is considered an “affiliate” of the Company, and all Membership Interests purchased from Seller will be treated as if purchased from the Company directly and must be held for a minimum of six months under Rule 144 prior to resale, if any. The Shares Membership Interests to be received acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees that he it will refrain from transferring or otherwise disposing of any of the Shares, Membership Interests or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for his its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the SharesMembership Interests which Buyer is purchasing hereby. Buyer understands that Shares the Membership Interests being sold pursuant to this Agreement are being entered into offered and sold in reliance on specific exemptions from the registration requirements of Federal federal and state securities laws and that the Company Seller is relying upon the truth and accuracy of Buyer’s representations, warranties, agreements, and understandings set forth herein to determine Buyer’s suitability to purchase acquire the SharesMembership Interests.

Securities Representations. Buyer Purchaser understands and agrees that the consummation of this Agreement including purchasing the Shares sale of shares of Common Stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer Purchaser 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer Purchaser understands that the Shares shares of Common Stock have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares shares of Common Stock to be received acquired by the Buyer Purchaser under the terms of this Agreement will be acquired for the BuyerPurchaser’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer Purchaser agrees that he will refrain from transferring or otherwise disposing of any of the Sharesshares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer Purchaser 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 Sharesshares of Common Stock which Purchaser is purchasing hereby. Buyer Purchaser understands that Shares the shares of Common Stock being sold pursuant to this Agreement are being entered into offered and sold in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is Sellers are relying upon the truth and accuracy of BuyerPurchaser’s representations, warranties, agreements, and understandings set forth herein to determine BuyerPurchaser’s suitability to purchase acquire the Sharesshares of Common Stock.

Securities Representations. Buyer understands and agrees that the consummation of this Agreement including purchasing the Shares issuance of the Shares, as contemplated herebyherein, constitutes the offer and sale of securities under the Securities Act. Buyer 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “"suitability letter” " attached hereto as appendix “exhibit "A.” " Buyer understands that the Shares have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares to be received acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s 's own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees that he will refrain from transferring or otherwise disposing of any of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer 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 SharesShares which Buyer is purchasing hereby. Buyer understands that the Shares being sold pursuant to this Agreement are being entered into offered and sold in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of Buyer’s 's representations, warranties, agreements, and understandings set forth herein to determine Buyer’s 's suitability to purchase acquire the Shares.

Securities Representations. Buyer understands The BUYER Shares are received by SELLER for investment purposes for SELLER’s own account, and agrees that not with the consummation of this Agreement including purchasing the Shares as contemplated herebyview to, constitutes the offer and sale of securities under the Securities Actor for resale in connection with, any distribution thereof. Buyer 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer SELLER understands that the BUYER Shares have not been registered under the Securities Act and Act, or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder. SELLER acknowledges that the BUYER Shares must be held indefinitely without any transfer, sale, or other disposition unless such the BUYER Shares are subsequently registered under the Securities Act or registration is not required and under the Securities Act in reliance on an available exemption. The Shares to be received by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees that he will refrain from transferring or otherwise disposing of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating laws or an exemption from such registration is available. SELLER has been advised or is aware of the disposition thereof. Buyer is an “accredited investor” within the meaning provisions of Regulation D Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about BUYER and has adequate means for providing for his current needs compliance with applicable requirements regarding the holding period, the amount of securities to be sold, and possible personal contingencies the manner of sale. SELLER is a sophisticated investor with knowledge and has no need now experience in business and anticipates no need financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the foreseeable future to sell the BUYER Shares. Buyer 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 Regulation D under the Securities Act. SELLER understands that all certificates for BUYER Shares are being entered into shall bear a legend in reliance on specific exemptions from substantially the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of Buyer’s representationsfollowing form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, warrantiesOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, agreementsSOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, and understandings set forth herein to determine Buyer’s suitability to purchase the SharesSATISFACTORY 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. Buyer understands and agrees that the consummation of this Agreement including purchasing the Shares issuance of shares of Common Stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer 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 exemptions from the registration and prospectus delivery requirements for such transactions transactions, Buyer agrees that it he will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix exhibit “A.” Buyer understands that the Shares shares of Common Stock have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares shares of Common Stock to be received acquired by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees that he will refrain from transferring or otherwise disposing of any of the Sharesshares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer 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 Sharesshares of Common Stock which Buyer is purchasing hereby. Buyer understands that Shares the shares of Common Stock being sold pursuant to this Agreement are being entered into offered and sold in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of Buyer’s representations, warranties, agreements, and understandings set forth herein to determine Buyer’s suitability to purchase acquire the Sharesshares of Common Stock.

Securities Representations. Buyer Lender understands and agrees that the consummation of this Agreement including purchasing entering into the Shares Debenture as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it Lender will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer Lender understands that the Shares Debenture and any shares of the Company received on conversion of the Debenture have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares Debenture or shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares Debenture and any shares on conversion of the Debenture to be received by the Buyer Lender under the terms of this Agreement will be acquired for the BuyerLender’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer Lender agrees that he will refrain from transferring or otherwise disposing of the SharesDebenture, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer 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 SharesDebenture or shares received on conversion of the Debenture or have the Debenture repaid prior to its maturity date. Buyer Lender understands that Shares are Debenture is being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of BuyerLender’s representations, warranties, agreements, and understandings set forth herein to determine BuyerLender’s suitability to purchase loan the SharesCompany the funds and accept the Debenture.

Securities Representations. Buyer understands and agrees The Seller hereby confirms that the consummation securities to be acquired by the Sellers hereunder (subject to the terms and conditions herein) will be acquired for investment for the Seller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of this Agreement including purchasing any part thereof (other than pursuant to the Shares as registration statement contemplated hereby), constitutes and that the offer Seller has no present intention of selling, granting any participation in, or otherwise distributing the same (other than pursuant to the 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, transfer or grant participations to such Person or to any third Person, with respect to any of such securities. The Seller understands that the securities to be acquired, subject to the terms and sale of securities conditions herein, have not been, and until registered in compliance with this Agreement, will not be, registered under the Securities Act. Buyer agrees that such transactions shall be consummated in reliance on exemptions , by reason of a specific exemption from the registration and prospectus delivery requirements provisions of such statutes the Securities Act which dependdepends upon, among other itemsthings, on the circumstances under which such bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands that, until registered in compliance with this Agreement, the securities are acquired. In order “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to provide documentation for reliance upon exemptions 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 exemption from the such registration and prospectus delivery qualification requirements is available. The Seller acknowledges that Purchaser has no obligation to register or qualify the securities for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest resale except as set forth in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer this Agreement. The Seller understands that the Shares have not been securities may, until registered under the in accordance with this Agreement, be notated with a customary 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 exemptionlegend. The Shares to be received by the Buyer under the terms of this Agreement will be acquired for the Buyer’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees Seller represents that he will refrain from transferring or otherwise disposing of the Shares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer is an “accredited investor” within the meaning investor as defined in Rule 501(a) 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 Shares. Buyer understands that Shares are being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of Buyer’s representations, warranties, agreements, and understandings set forth herein to determine Buyer’s suitability to purchase the SharesAct.

Securities Representations. Buyer Seller understands and agrees that the consummation of this Agreement including purchasing the Shares issuance of shares of Kibush Stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer Seller 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer transactions, Seller agrees that it will sign appropriate representations and warranties related to its suitability to invest in the CompanyBuyer, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix Exhibit “A.” Buyer Seller understands that the Shares shares of Kibush Stock have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares shares of Kibush Stock to be received acquired by the Buyer Seller under the terms of this Agreement will be acquired for the BuyerSeller’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer Seller agrees that he it will refrain from transferring or otherwise disposing of any of the Sharesshares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer Seller is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for his its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Sharesshares of Kibush Stock which Seller is purchasing hereby. Buyer Seller understands that Shares the shares of Kibush Stock being sold pursuant to this Agreement are being entered into offered and sold in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company Buyer is relying upon the truth and accuracy of BuyerSeller’s representations, warranties, agreements, and understandings set forth herein to determine BuyerSeller’s suitability to purchase acquire the Sharesshares of Kibush Stock.

Securities Representations. Buyer understands and agrees that the consummation of this Agreement including purchasing the Shares as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer 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 exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees AvStar believes that it will sign appropriate representations is familiar with the business and warranties related financial condition, properties, operations and prospects of Pangea, has been given full access to all material information concerning the condition, 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 accuracy of the information and data received; it has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of an acquisition of the shares of the Pangea Series A Preferred Stock being acquired pursuant hereto; it has reviewed its suitability financial condition and commitments and that, based on such review, it is satisfied that it (a) has adequate means of providing for contingencies, (b) has no present or contemplated future need to invest dispose of all or any of shares of the Pangea Series A Preferred Stock being acquired pursuant hereto to satisfy existing or contemplated undertakings, needs or indebtedness, (c) is capable 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, and (d) has assets or sources of income which, taken together, are 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, for investment purposes, and not with a view to, or for resale in connection with, any distribution of shares of the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer Pangea Series A Preferred Stock being acquired pursuant hereto; it understands that shares of the Shares have Pangea Series A Preferred Stock being acquired pursuant hereto has not been registered under the Securities Act of 1933 or any state securities laws and must be held indefinitely without therefore shares of the Pangea Series A Preferred Stock being acquired pursuant hereto is "restricted" under such laws; and it has not offered or sold any transfer, sale, or other disposition unless such Shares are subsequently registered under portion of shares of the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares to be received by the Buyer under the terms of this Agreement will be Pangea Series A Preferred Stock being acquired for the Buyer’s own account, for investment, pursuant hereto and not with the has no present intention of resale or distribution of all or any part of the securities. Buyer agrees that he will refrain from transferring reselling or otherwise disposing of any portion of shares of the Shares, Pangea Series A Preferred Stock being acquired pursuant hereto either currently or any interest therein, in such manner as to violate after the Securities Act passage of a fixed or any applicable state securities law regulating the disposition thereof. Buyer is an “accredited investor” within the meaning determinable period 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 Shares. Buyer understands that Shares are being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying time or upon the truth and accuracy occurrence or non-occurrence of Buyer’s representations, warranties, agreements, and understandings set forth herein to determine Buyer’s suitability to purchase the Sharesany predetermined event or circumstance.

Securities Representations. Buyer understands and agrees that the consummation of this Agreement including purchasing the Shares issuance of shares of Common Stock as contemplated hereby, constitutes the offer and sale of securities under the Securities Act. Buyer 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 exemptions from the registration and prospectus delivery requirements for such transactions transactions, Buyer agrees that it he will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “"suitability letter” '' attached hereto as appendix “exhibit "A.” " Buyer understands that the Shares shares of Common Stock have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Shares shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares shares of Common Stock to be received acquired by the Buyer under the terms tenns of this Agreement will be acquired for the Buyer’s 's own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities. Buyer agrees that he will refrain from transferring or otherwise disposing of any of the Sharesshares, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Buyer is an “"accredited investor” " within the meaning of Regulation D 0 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 Sharesshares of Common Stock which Buyer is purchasing hereby. Buyer understands that Shares the shares of Common Stock being sold pursuant to this Agreement are being entered into offered and sold in reliance on specific exemptions from the registration requirements of Federal and state securities laws Jaws and that the Company is relying upon the truth and accuracy of Buyer’s 's representations, warranties, agreements, and understandings set forth herein to determine detennine Buyer’s 's suitability to purchase acquire the Sharesshares of Common Stock.

Securities Representations. Buyer understands STC and agrees that the consummation of this Agreement including purchasing the Shares Holder hereby represent and warrant to Company as contemplated herebyfollows: (1) STC and Holder are "Accredited Investors", constitutes the offer and sale of securities under the Securities Act. Buyer agrees that as such transactions shall be consummated term is defined 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 Rule 501(a) to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions Buyer agrees that it will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.” Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"); (2) STC's and must be held indefinitely without Holder's addresses as set forth on the Xxxx 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 transfer, sale, other state or other disposition unless such jurisdiction; (3) the Restricted Shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Shares to be received by the Buyer under the terms of this Agreement will be being acquired solely for the Buyer’s 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 intention of resale plans to enter into any contract, undertaking, agreement, or distribution of all or any part arrangement relating thereto; (4) STC and Holder understand that none of the securities. Buyer agrees Restricted Shares have been or will be registered under the Securities Act, that he will refrain from transferring or otherwise disposing of STC and Holder have no rights to require that the Shares, or any interest therein, in such manner as to violate Restricted Shares be registered under the Securities Act or any applicable state securities law regulating or blue sky laws; that STC and Holder may have to hold the disposition thereof. Buyer is 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 may not be assigned, transferred, pledged, or otherwise sold or offered for sale except pursuant to an “accredited investor” within the meaning of Regulation D promulgated 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 STC and has adequate means for providing for his current needs Holder to the satisfaction of Company; and possible personal contingencies in replacement or exchange therefore, are to bear a restrictive legend to this effect; (5) STC and has no need now Holder are acquiring the Restricted Shares without being furnished any offering literature or prospectus, but STC and anticipates no need in the foreseeable future to sell the Shares. Buyer understands that Shares are being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of Buyer’s representations, warranties, agreementsHolder have been granted, and understandings set forth herein 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 determine Buyer’s suitability STC and Holder by any broker, Company, its agents or employees, or any other person, expressly or by implication, as to purchase 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.