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SECTION XII: MISCELLANEOUS
Each prospective J.V. investor is requied to be
qualified , as described below;
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12.06 Representations.
Each Joint Venturer represents and warrants that:
(a)i.. If
the undersigned is subscribing for at least $150,000 or
more and his, her or its purchase hereunder does not
exceed 20% of the joint net worth of the undersigned and
his spouse as of the date hereof and as of the date of
the Venture Manager's acceptance here;
ii. The undersigned is a natural person whose
individual dual net worth or joint net worth with that
undersigned's spouse as of the date hereof and as of the
date of the Venture Manager's acceptance hereof is in
excess of $1,000,000;
iii. The undersigned is a natural person whose
individual net income in 2005 is expected to be in
excess of $200,000 and has exceeded such amount in both
2003 and 2004;
iv. The undersigned is an entity in which each
of its entity owners meets one of the above conditions;
or
v. The undersigned is an organization that
otherwise qualifies as an "accredited investor".
(b) He is aware that as a Joint Interest Owner
hereunder, he does not have limited liability, but may
be jointly and severally liable for all obligations of
the Joint Venture and does not have the save rights as a
stockholder in a corporation or the protection which
stockholders might have.
(c) He recognizes the speculative nature and risk
of loss associated with oil and gas investments and that
he may suffer a complete loss of his investment. The
interest subscribed for constitutes an investment which
is suitable and consistent with his investment program
and that his financial situation enables them to bear
the risks of this investment.
(d) He confirms that in making his decision to
invest in the Joint Venture he has relied upon
independent investigations made by him or his
representatives, including his own professional, tax and
other advisors, and that he and such representatives
have been given the opportunity to examine all documents
and to ask questions of, and to receive answers from,
Venture Manager or any person(s) acting on its behalf
concerning the terms and conditions of the investment,
and to obtain any additional information to the extent
Venture Manager possesses such information or can
acquire it without unreasonable effort or expense,
necessary to verify the accuracy of the information
provided.
(e) He understands that the Working Interests are
being offered and sold under an exception from
registration provided by the Securities Act of 1933, as
amended (the "Act"), and warrants and represents that
any Working Interests subscribed for are being acquired
by the Joint Venturer solely for his own account, for
investment purposes only, and are not being purchases
with a view to or for the resale, distribution,
subdivision or fractionalization thereof, the
undersigned has no agreement or other arrangement,
formal or informal, with any person to sell, transfer or
pledge any part of the Working Interest subscribed for
or which would guarantee the Undersigned any profit or
protect the undersigned against any loss with respect to
such Working Interest, the Joint Venturer has no plans
to enter into any such agreement or arrangement, and
consequently, he must bear the economic risk of the
investment for an indefinite period of time because the
Working Interest cannot be resold or otherwise
transferred unless subsequently registered under the Act
(which neither Venture Manager nor the Joint Venture is
obligated to do), or an exemption from such registration
is available and, in any event, unless transferred in
compliance with this Agreement.
(f) He is aware that Venture Manager is
relying upon the representations set forth in this
Agreement, in part, in determining whether the
investment meets the conditions specified in Rules of
the Securities and Exchange Commission and the exemption
from registration provided by the Act.
(g) The Joint Venturer agrees that the foregoing
representations shall survive his admission to the Joint
Venture.
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