Form of Stock Purchase Agreement, dated as of February 7, 2018

Exhibit A    Form of Restrictive Legend

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 7th day of February, 2018, by and between California Resources Corporation, a Delaware corporation (the “Company”), and [PURCHASER] (the “Purchaser”). The signatories to this Agreement are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below) and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, in a private placement transaction, the Purchased Shares (as defined below), at a price per share of $21.3274 (the “Per-Share Purchase Price”), which aggregate proceeds will be used by the Company for general corporate purposes, which may include repaying outstanding indebtedness, funding capital expenditures and acquisitions.

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows, each intending to be legally bound:

Section 1.01.    Defined Terms. As used herein:

Section 2.01.    Purchase and Sale of Purchased Shares. Subject to the terms and conditions herein set forth, the Company agrees to issue, sell and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, at the Closing, the Purchased Shares for the Aggregate Purchase Price as set forth herein.

Section 2.02.    Closing.

Section 2.03.    Deliveries at Closing.

(i)    an opinion of Sullivan & Cromwell LLP, counsel for the Company, dated the Closing Date, in form and substance satisfactory to the Purchaser; and

(ii)    evidence that the Company has submitted a subsequent listing application seeking the authorization of the New York Stock Exchange for the listing of the Purchased Shares.

The Company hereby represents and warrants to the Purchaser as follows as of the date of this Agreement:

Section 3.01.    Organization; Existence and Qualification. Each of the Company Entities is duly organized and is validly existing and in good standing under the Laws of the state of its formation, is duly qualified to do business and is in good standing in each jurisdiction in which it is required to qualify in order to conduct its business, except where the failure to so qualify would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3.02.    Power. Each Company Entity has the requisite power and authority to own, lease or hold its properties and carry on its business as currently conducted and as proposed to be conducted and, in the case of the Company, to enter into this Agreement and to consummate the Transactions.

Section 3.03.    Authorization and Enforceability.

Section 3.04.    No Violation. The execution, delivery and performance by the Company of this Agreement, and the consummation of the Transactions will not, with or without notice or the passage of time or both: (a) violate any provision of the organizational documents of any of the Company Entities; (b) violate or breach the terms of, result in a default under, result in the creation of any Lien, or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under (x) any note, bond, mortgage, indenture or credit agreement to which any Company Entity is a party and (y) any other Contract to which any Company Entity is a party or by which it is bound or to which any of its assets are subject; (c) violate any judgment, order, ruling, regulation or decree applicable to the Company Entities or any of their properties or assets; or (d) violate any Law applicable to the Company Entities or any of their properties or assets, except for matters described in clauses (b), (c) or (d) above which would not reasonably be expected to have a Material Adverse Effect. As of the date of this Agreement, the Company is not party to a stockholder rights agreement, “poison pill” or similar agreement or plan.

Section 3.05.    Brokers’ Fees. No Person is entitled to any brokerage, financial advisory, finder’s or similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company.

Section 3.06.    Consents, Approvals or Waivers. The execution, delivery and performance by the Company of this Agreement (including the authorization, issuance and delivery of the Purchased Shares) will not be subject to or require any consent, approval, authorization, or waiver from, or any registration or filing with or notification to, any person (including any Governmental Authority) except for (i) filings required by federal and state securities Laws, (ii) the approval for listing on the NYSE of the Purchased Shares; and (iii) such consents as have been obtained or where the failure of the Company to obtain or make any such consent, approval, authorization, order, filing or registration would not reasonably be expected to have a Material Adverse Effect.

Section 3.07.    Capitalization and Authorization of Purchased Shares.

Section 3.08.    No Registration Rights. As of the date hereof, except for the Registration Rights Agreement to be entered into as of the date hereof between the Company and the purchasers party thereto and the New LLC Agreement, there are no contracts, agreements or understandings, between any of the Company Entities and any Person granting such Person the right to require any Company Entity to file a registration statement under the Securities Act with respect to any securities of any Company Entity owned or to be owned by such Person or to require any Company Entity to include such securities in any securities being registered pursuant to any registration statement filed by any Company Entity under the Securities Act.

Section 3.09.    No General Solicitation; Offering Exemption.

Section 3.10.    Listing and Maintenance Requirements.     The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and listed on The New York Stock Exchange, and the Company has taken no action designed to, or which to the knowledge of the Company is reasonably likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from The New York Stock Exchange, nor, other than as disclosed in the Company Reports, has the Company received as of the date of this Agreement any notification that the SEC or The New York Stock Exchange is contemplating terminating such registration or listing.

Section 3.11.    Compliance with Laws.

Section 3.12.    Company Reports; Financial Statements.

Section 3.13.    Accounting and Disclosure Controls.

Section 3.14.    Compliance with and Liability Under; Environmental Laws.

Section 3.15.    Investment Company Status. The Company is not, and after giving effect to the issuance and sale of the Purchased Shares and the application of the proceeds therefrom as described herein will not be, required to register as an “investment company” as such term is defined in the Investment Company Act.

Section 3.16.    Absence of Certain Changes.     Since September 30, 2017, the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of such businesses consistent with past practices (other than in connection with this Agreement and the Elk Hills Transaction Documents), and there has not been any change with respect to any circumstance, occurrence or development, that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

Section 3.17.    Litigation and Liabilities.

Section 3.18.    Energy Regulatory Matters. Every direct and indirect “subsidiary company” (as defined in PUHCA) of the Company that is an “electric utility” or a “public utility” (as those terms are defined under the FPA) is the owner of a QF. The Company is not itself a “public utility” under the FPA. Each QF that is an “affiliate” (as that term is defined under PUHCA) of the Company is in compliance with, or has received a waiver from FERC with respect to, all of the material requirements of the FERC applicable to a QF. The execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions do not require the approval or authorization of the FERC under Section 203(a)(1) of the FPA, provided, however, that following such consummation, any “affiliate” (as that term is defined under PUHCA) of the Company that is a QF, or that holds any authorization or has filed any tariff with the FERC under 18 C.F.R. Part 35 Subpart H of the FERC’s regulations must submit to FERC such notices and reports as the regulations of the FERC then require. The Company is not subject to regulation by FERC as a “Natural Gas Company,” as that term is defined under the Natural Gas Act, as amended. The Company is not subject to regulation as a “public utility” under the California Public Utilities Code. As of the date hereof, to the knowledge of the Company, the Company is not the subject of any actual, pending, or threatened proceeding, investigation, data request, summons, subpoena, or notice under any of 18 C.F.R. Part 1b, Part 1c, Part 33, Part 35, or Part 292. Notwithstanding the foregoing, for so long as any Purchased Shares are owned by the Purchaser, the Company shall promptly advise the Purchaser

of any actual, pending, or threatened loss of the status as a QF, or ineligibility for status as a QF, of any electric generating facility that is directly or indirectly owned, controlled or operated by the Company or any Subsidiary of the Company.

The Purchaser hereby represents and warrants to the Company as follows as of the date of this Agreement:

Section 4.01.    Organization, Existence and Qualification. The Purchaser is an entity that has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of organization.

Section 4.02.    Power. The Purchaser has the requisite power and authority to enter into and perform this Agreement and to consummate the Transactions.

Section 4.03.    Authorization and Enforceability. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions have been duly and validly authorized by all necessary requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.04.    Brokers’ Fees. There is no broker or finder or other Person engaged by the Purchaser who would have any valid claim through the Purchaser against the Company for any commission or brokerage fee or other similar payment in connection with this Agreement or the Transactions as a result of any agreement of or action taken by the Purchaser.

Section 4.05.    No Violation. The execution, delivery and performance by the Purchaser of this Agreement, and the consummation of the Transactions will not, with or without notice or the passage of time or both: (a) violate any provision of the organizational documents of the Purchaser; (b) conflict with or violate or breach the terms of, result in a default under, result in the creation of any Lien under, or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under any note, bond, mortgage, indenture, credit agreement or other Contract to which the Purchaser is a party or by which it is bound; (c) violate any judgment, order, ruling, regulation or decree applicable to the Purchaser as a party in interest; or (d) violate any Law applicable to the Purchaser or any of its assets, except any matters described in clauses (b), (c) or (d) above which would not have a material adverse effect on the ability of the Purchaser to consummate the Transactions.

Section 4.06.    Consents, Approvals or Waivers. All consents, approvals, authorizations or waivers from, and any registrations or filings with or notifications to, any Governmental Authority required on the part of the Purchaser in connection with the Purchaser’s execution, delivery or performance of this Agreement and the consummation of the Transactions contemplated therein have been obtained and are effective as of the date hereof.

Section 4.07.    Investment Intent. The Purchaser understands that the Purchased Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law. The Purchaser is acquiring the Purchased Shares as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Purchased Shares or any part thereof, has no present intention of distributing any of such Purchased Shares and has no arrangement or understanding with any other Persons regarding the distribution of such Purchased Shares in any transaction in violation of the applicable federal and state securities laws in the United States (this representation and warranty not limiting the Purchaser’s right to sell or otherwise dispose of the Purchased Shares in compliance with applicable federal and state securities laws in the United States and in compliance with other agreed restrictions). The Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Purchased Shares. Such Purchaser understands and acknowledges that the Purchased Shares are subject to certain resale restrictions under applicable securities laws. The Purchaser also acknowledges that it has been advised to consult its own legal advisers with respect to applicable resale restrictions and that it is solely responsible for complying with such restrictions (and that, without limiting the representations and warranties made by the Company in this Agreement, the Company is not in any manner responsible for ensuring compliance by the Purchaser with such restrictions).

Section 4.08.    Purchaser Status. (A) At the time the Purchaser was offered the Purchased Shares, it was, and at the date hereof, it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act. (B) The Purchaser is not itself a “public utility” under the FPA. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions do not require the approval or authorization of the FERC under Section 203(a)(2) of the FPA provided, however, that following such consummation, any “affiliate” (as that term is defined under PUHCA) of the Purchaser that holds any authorization or has filed any tariff with the FERC under 18 C.F.R. Part 35 Subpart H of the FERC’s regulations must submit to FERC such notices and reports as the regulations of the FERC then require. The Purchaser is not subject to regulation by FERC as a “Natural Gas Company,” as that term is defined under the Natural Gas Act, as amended. As of the date hereof, to the knowledge of the Purchaser, the Purchaser is not the subject of any actual, pending, or threatened proceeding, investigation, data request, summons, subpoena, or notice under any of 18 C.F.R. Part 1b, Part 1c, Part 33, Part 35, or Part 292.

Section 4.09.    Legends. The Purchaser understands that, until such time as the Purchased Shares have been registered pursuant to the provisions of the Securities Act, or the Purchased Shares are otherwise eligible for resale under the Securities Act (including pursuant to Rule 144 promulgated thereunder) without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Purchased Shares will bear a restrictive

legend as set forth in Exhibit A.

Section 4.10.    Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Purchased Shares and, at the present time, is able to afford a complete loss of such investment.

Section 4.11.    Access to Information. The Purchaser acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Purchased Shares and the merits and risks of investing in the Purchased Shares; (ii) access to information about the Company Entities and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the purchase of the Purchased Shares; and (iv) the opportunity to ask questions of management. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained in this Agreement. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Purchased Shares.

Section 4.12.    Independent Investment Decision. The Purchaser has independently evaluated the merits of its decision to purchase the Purchased Shares pursuant to this Agreement, and the Purchaser confirms that it has not relied on the advice of any other Person’s business and/or legal counsel in making such decision. The Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to such Purchaser in connection with the purchase of the Purchased Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Purchased Shares.

Section 4.13.    No Reliance. The Purchaser has not relied on any representation or warranty in connection with the purchase of the Purchased Shares other than those contained in this Agreement.

Section 5.01.    Indemnification.

Section 5.02.    Indemnification Procedures.

Section 5.03.    Limitations.

Section 5.04.    Adjustment for Tax Purposes. Any payments made pursuant to this Article V shall constitute an adjustment of the consideration paid for the Purchased Shares for Tax purposes and shall be treated as such by the Parties on their tax returns to the extent permitted by Law.

Section 6.01.    Public Announcements. No Party shall make any press release or other public announcement regarding the existence of this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that the foregoing shall not restrict disclosures by the Purchaser or the Company that are required by applicable securities or other Laws or by the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates.

Section 6.02.    Fees and Expenses. Subject to Section 7.13 of the Contribution and Unit Purchase Agreement dated as of the date hereof, each Party shall pay fees and expenses incurred by such Party in connection with the negotiation, documentation and diligence of, and the transactions contemplated by, this Agreement.

Section 6.03.    Transfer Taxes. All transfer, sales and use, registration, stamp and similar Taxes imposed in connection with the sale of the Purchased Shares or any other transaction that occurs pursuant to this Agreement shall be borne by the Company.

Section 6.04.    Further Assurances. The Company shall use its reasonable best efforts to promptly secure the listing of the Purchased Shares upon the New York Stock Exchange. The Company agrees to execute and deliver and the Purchaser agrees to execute and deliver, such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the Transactions.

Section 6.05.    Independent Investment. Except as may be otherwise disclosed by the Purchaser in any filings with the SEC under Section 13 and/or Section 16 of the Exchange Act, the Purchaser is acting independently with respect to its investment in, and related rights with respect to voting, holding or disposing of, the Purchased Shares purchased hereunder.

Section 6.06.    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Facsimiles of signatures or signatures delivered in

portable document format (.pdf) will be deemed to be originals.

Section 6.07.    Notices. All notices that are required or may be given pursuant to this Agreement shall be sufficient in all respects if given in writing. Any such notice shall be deemed given (a) when made, if made by hand delivery, and upon confirmation of receipt, if made by electronic mail transmission, (b) one Business Day after being deposited with a next-day courier, postage prepaid, or (c) three Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows:

Any Party may change its address for notice by notice to the other in the manner set forth above. All notices shall be deemed to have been duly given at the time of receipt by the Party to which such notice is addressed.

Section 6.08.    Removal of Legend. In connection with a sale of Purchased Shares by the Purchaser in reliance on Rule 144, the Purchaser or its broker shall deliver to the

Transfer Agent and the Company a broker representation letter providing to the Transfer Agent and the Company any information the Company deems necessary to determine that the sale of the Purchased Shares is made in compliance with Rule 144. Upon receipt of such representation letter, the Company shall promptly direct its transfer agent to remove the notation of a restrictive legend in the Purchaser’s certificate or the book entry account maintained by the Transfer Agent, including the legend referred to in Section 4.09, and the Company shall bear all costs associated therewith. At such time as the Purchased Shares have been sold pursuant to an effective registration statement under the Securities Act or have been held by the Purchaser for more than six months if the Purchaser is not, and has not been in the preceding three months, an affiliate of the Company (as defined in Rule 144), if the book entry account or certificate for such Purchased Shares still bears the notation of the restrictive legend referred to in Section 4.09, the Company agrees, upon request of the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 4.09 from the Purchased Shares, and the Company shall bear all costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as the Purchaser or its permitted assigns provide to the Company any information the Company deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state laws. The Company shall cooperate with the Purchaser to effect the removal of the legend referred to in Section 4.09 at any time such legend is no longer appropriate.

Section 6.09.    Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Purchased Shares to the public without registration, the Company agrees to use its reasonable best efforts to:

Section 6.10.    Governing Law. This Agreement and all matters pertaining hereto, including matters of performance, non-performance, breach, remedies, procedures, rights, duties, and interpretation or construction hereof, shall be governed and construed in accordance

with the Laws of the State of Delaware, United States of America without regard to principles of conflicts of laws that would direct the application of the Laws of another jurisdiction. Any action referred to in this Section 6.10 shall be brought in the federal or state courts located within the State of Delaware. The Parties hereto hereby (a) irrevocably consent to the personal jurisdiction and venue of such courts, and (b) waive any claim (by way of motion, as a defense or otherwise) of improper venue, that such parties are not subject personally to the jurisdiction of such courts, that such courts are an inconvenient forum or that this Agreement or the subject matter may not be enforced in or by such courts. The Parties agree that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Section 6.11.    Waiver of Jury Trial. THE PARTIES HEREBY ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED BY AND HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 6.12.    Captions; Headings. The Table of Contents and the captions and headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

Section 6.13.    Amendment. No amendment, supplement or modification of or to any provision of this Agreement, or any waiver of any provisions of this Agreement shall be effective unless signed by each of the Company and the Purchaser.

Section 6.14.    Waivers. Any failure by any Party to comply with any of its obligations or agreements herein contained may be waived by the Party to whom such compliance is owed by an instrument signed by the Party to whom compliance is owed and expressly identified as a waiver but not in any other manner. No waiver of, or consent to a change in, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 6.15.    Assignment; Successors and Assignees.

Section 6.16.    Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

Section 6.17.    Third Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than the Purchaser, the Company and their respective successors and permitted assigns to any claim, cause of action, remedy or right of any kind; provided, however, that the indemnification provisions of Article V shall inure to the benefit of the Indemnified Parties.

Section 6.18.    References; Exhibits.

(i)    References to any gender includes a reference to all other genders;

(ii)    Reference to a Person includes such Person’s successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity;

(iii)    References to the singular includes the plural, and vice versa;

(iv)    Reference to any Article or Section means an Article or Section of this Agreement;

(v)    References to “days” are to calendar days;

(vi)    All references to money refer to the lawful currency of the United States;

(vii)    Reference to any Exhibit means an Exhibit to this Agreement, all of which are incorporated into and made a part of this Agreement;

(viii)    Unless expressly provided to the contrary, “hereunder”, “hereof”, “herein” and words of similar import are references to this Agreement as a whole and not any particular Section or other provision of this Agreement;

(ix)    The word “or” is not exclusive;

(x)    “Include” and “including” mean including, without limitation; and

(xi)    The “knowledge” of a Party means the actual knowledge of the executive officers of such Party, after internal inquiry of such Party’s personnel as such executive officers have deemed appropriate.

Section 6.19.    Construction. The Purchaser is capable of making such investigation, inspection, review and evaluation of the Purchased Shares as a prudent purchaser would deem appropriate under the circumstances. The Company and the Purchaser have had the opportunity to exercise business discretion in relation to the negotiation of the details of the transaction contemplated hereby. This Agreement is the result of arm’s-length negotiations from equal bargaining positions. Each Party has been represented by its own counsel in connection with the negotiation and preparation of this Agreement and, consequently, each Party hereby waives the application of any rule of Law that would otherwise be applicable in connection with the interpretation of this Agreement, including but not limited to any rule of Law to the effect that any provision of this Agreement will be interpreted or construed against the Party whose counsel drafted that provision.

Section 6.20.    Specific Performance. The Parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Each Party agrees that, in the event of any breach or threatened breach by any other Party of any covenant or obligation contained in this Agreement, the non-breaching Party shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and obtain (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction restraining such breach or threatened breach. Each Party further agrees that no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.20, and each Party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each Party further agrees that it shall not object to the granting of an order of specific performance, an injunction or other equitable relief on the basis that there exists an adequate remedy at law.

Section 6.21.    Severability. Any term or provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction, and if any provision of this Agreement is determined to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable, in all cases so long as neither the economic nor legal substance of the Transactions contemplated hereby is affected in any manner adverse to any Party or its equityholders. Upon any such determination, the Parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the Parties as closely as possible and to the end that the Transactions contemplated hereby shall be fulfilled to the

maximum extent possible.

IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties as of the date first above written.

“THE OFFER AND SALE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT.