Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either # write a 144- 3(a)(9) opinion to allow for salability of the Returnable Shares and/or Conversion Shares or # accept such opinion from Holder’s counsel.

Shell Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

Shell Company Status. ​ is not and has not, for a period of at least two years, been an issuer identified in Rule 144(i)(1) of the Securities Act. ​ is, and has been for a period of at least 90 days, subject to the reporting requirements of [Section 13] or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

No “Shell”. As of the date of this Agreement, either # the Company is not or has never been a “shell issuer” as defined in Rule 144 or # at least 12 months have passed since the Company filed Form 10 Type information indicating it is not a “shell issuer”.

KHH SHELL HALL LOAN ACQUISITION, LLC

SHELL HALL CLUB AMENITY ACQUISITION, LLC

Right of Way Grant by Shell Oil Company to Shell Pipeline Corp recorded in Volume 1283, Page 916, Official Public Records, Ector County, Texas. (Tract 18 and Tract 25, Parcel A and part of Parcels B and C)

SHELL TREASURY CENTER (WEST) INC., a company incorporated in the United States of America, with its registered office at The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801, USA (the "Lender").

ZYDECO PIPELINE COMPANY LLC SHELL TREASURY CENTER (WEST) INC.

“IPO Shell Company” means each of IPO Listco and IPO Subsidiary.