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~ ~ • <br /> <br />To the Managers of NEWMINECO LLC <br />Page 2 <br />February 1, 1996 <br />Member understands the following concerning the Interest: <br />(a) That the offer and sale of the Interest have not been registered under the <br />Securities Act of 1933 or any state securities laws; <br />(b) That Member cannot sell or transfer the Interest unless the transaction is <br />registered under the Securities Act of 1933 and applicable state securities laws, or is exempt <br />from such registration requirements; <br />(c) That Member must bear the economic risk of this investment for an indefinite <br />period of time because the offer and sale of the Interest have not been registered under the <br />Securities Act of 1933 or any state securities laws, and, therefore, cannot be sold unless such <br />transaction is subsequently registered or unless an exemption from such registration <br />requirements is available; <br />(d) That even if sale of the Interest is permitted, a purchaser cannot become a <br />Member of the Limited Liability Company without the consent of all other Members, which <br />they have no obligation to give; <br />(e) That any Interest certificate will bear a legend in substantially the following form: <br />The securities represented by this certificate have been acquired for investment. <br />The issuance of these securities has not been registered under the Securities Act <br />of 1933, as amended, or under any state securities provisions. Without such <br />registration, these securities may not be sold, pledged, hypothecated, or <br />otherwise transferred at any time whatsoever, except upon delivery to the <br />Company of evidence satisfactory to the Company and its counsel (including, at <br />the Company's option, an opinion of counsel) that registration is not required <br />for such transfer and that any such transfer shall not be in violation of the <br />Securities Act of 1933, as amended, or applicable state securities laws or any <br />rules or regulations promulgated thereunder. A purchaser of these securities <br />will not be able to be a Member of the Company without the consent of all <br />other Members. <br />and that stop transfer instructions will be placed with respect to the Interest so as to restrict <br />resale, pledge, hypothecation, or other transfer thereof, subject to the further terms hereof, <br />including the provisions of the legend set forth above. <br />Member agrees to be bound by the provisions of the Operating Agreement and will perform <br />all obligations thereunder relating to Members of the Limited Liability Company. <br />