The Purchaser is acquiring the Shares for its own account and not with a view to, or for sale in connection with, any distribution thereof. The Purchaser was not solicited by means of any general solicitation or advertising nor at any seminar or meeting whose attendees has been invited by any general solicitation of advertising. The Purchaser understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Shares have not been and will not be registered under the Securities Act or any applicable blue sky or state securities laws and that if it decides to resell, pledge or otherwise transfer the Shares, the Shares may be offered, resold, pledged or otherwise transferred only in accordance with any applicable securities laws of any applicable jurisdiction and the restrictions set forth in the legends on the certificates evidencing the Shares. As of the date hereof, none of the Purchaser or its “Affiliates” owns, directly or beneficially, 10% or more of the outstanding voting equity in any gas or electric corporation subject to the jurisdiction of the New York State Public Service Commission. As used herein, “Affiliates” means any entity controlling or under direct or common control with the Purchaser.

The Purchaser is acquiring the Shares for its own account and not with a view to, or for sale in connection with, any distribution thereof. TheNeither QCI nor Purchaser was not solicited by means of any general solicitation or advertising nor at any seminar or meeting whose attendees has been invited by any general solicitation of advertising. TheQCI and Purchaser understandsunderstand that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Shares have not been and will not be registered under the Securities Act or any applicable blue sky or state securities laws and that if it decides to resell, pledge or otherwise transfer the Shares, the Shares may be offered, resold, pledged or otherwise transferred only in accordance with any applicable securities laws of any applicable jurisdiction and the restrictions set forth in the legends on the certificates evidencing the Shares. As of the date hereof, none of the Purchaser or its “Affiliates” owns, directly or beneficially, 10% or more of the outstanding voting equity in any gas or electric corporation subject to the jurisdiction of the New York State Public Service Commission. As used herein, “Affiliates” means any entity controlling or under direct or common control with the Purchaser.