the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

"PTE" means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

Optionee understands that the securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein.

The Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein.

Except as contemplated or permitted by the Plan Exemption Agreement, upon the execution hereof, all prior proxies given by the undersigned with respect to the Exemption Shares are hereby revoked and no subsequent proxies regarding the Exemption Shares will be given until such time as this Irrevocable Proxy shall be terminated in accordance with its terms. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.

Any applicable state or local withholding exemption certificates as reasonably requested by Purchaser in writing at least five (5) business days prior to Closing (including, without limitation, California Form 593-C) evidencing a complete exemption from any state or local withholding requirement.

thousand eight hundred (4,800) pounds, which limit applies to the total aggregate weight of the Truck and the Full ISO Container loaded onto the Truck’s trailer. [[Organization B:Organization]] may elect to seek, or require [[Organization A:Organization]] to procure that Transporter seek, a road weight exemption with HDOT for the right to transport shipments by Truck in excess of eighty thousand (80,000) pounds (“Road Weight Exemption”); provided that if [[Organization A:Organization]] reasonably determines that such exemption would prevent or delay the receipt of any Approval associated with the Delivery Assets, [[Organization A:Organization]] shall notify [[Organization B:Organization]] and the Parties and Transporter shall discuss in good faith how best to pursue the Road Weight Exemption, to what extent applying for the Road Weight Exemption will impact the timing and receipt of any Approvals, and whether to apply for the Road Weight Exemption at such time. After such consultation, if [[Organization B:Organization]] elects to continue to seek the Road Weight Exemption, then any such application or request shall be subject to [[Organization A:Organization]]’s prior review and reasonable consent to the contents of such application or request. If HDOT grants such Road Weight Exemption, then (a) the Parties shall amend the relevant ADP and 90-Day Schedule to account for the increased quantity of LNG that can be legally loaded into an ISO Container resulting from the increased Road Weight Exemption, and (b) the Parties shall amend this Agreement to give effect to any logistical and economic benefits of the Road Weight Exemption, including (i) increasing the quantity of LNG that can be safely loaded into each ISO Container, (ii) adjusting the quantity of LNG assumed to be loaded into a Standard Container, and (iii) decreasing the relevant components of Exhibit A (Pricing) to account for any decreased stevedoring, docking and barging costs resulting from a reduction in the number of Full ISO Containers required to deliver LNG under this Agreement.

1933 Act or unless an exemption from such registration is available.

The undersigned understands that the Shares have not been registered under the Securities Act and are being transferred to the undersigned by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the undersigned’s investment intent as expressed herein.