SHAREHOLDER'S CERTIFICATE (Removal of Legend and SalePursuant to Rule 144(k» The undersigned "Shareholder")hasrequested removalof a restrictive (the the legendreferringto the Securities of 1933,as amended "Act"), from certificate Act (the number , issuedto the Shareholder representing aggregate an of shares (collectively the "Shares"),of the commonstock,par value $- per share,of ERHC EnergyInc., a Coloradocorporation(the "Company"),in connectionwith the proposed sale(the "Sale") of the Shares accordance in with the requirements Rule 144(k)under of the Act. Being informedthat the Companywill rely on this Shareholder's Certificatefor the purposeof delivery of a letter of instructionto the RegistrarandTransferAgent with respect the restrictivelegendon suchcertificatesrepresenting Shares, to the the Shareholder herebyrepresents, covenants, certifiesand agrees, the benefit of the for Company,that: 1. . and , The Companyissuedall the shares the Shareholder the to on day of
2. The Shares "restrictedsecurities"within the meaningof Rule are 144(a)(3)underthe Act and havebeenownedby the Shareholder paid in full in and accordance with Rule 144( underthe Act continuouslyfor a period in excess two d) of yearsfrom the datehereofandfrom the dateof the Sale;and 3. Neither the Shareholder any RelatedPerson(asdefinedbelow) (i) is or nor hasbeen,either currentlyor within the threemonthsimmediatelyprecedingthe date hereofor the dateof the Sale,an officer or director of the Companyor any of its subsidiaries, hasor hashad,either currentlyor within the threemonthsimmediately (ii) preceding datehereofor the dateof the Sale,the power,either directly or indirectly, the to direct or cause direction of the management policies of the Company,(iii) the and possesses haspossessed, or eithercurrently or within the threemonthsimmediately preceding datehereofor the dateof the Sale,any business, the contractualor other relationships with the Company(otherthan the Shareholder's ownershipof the Shares) or (iv) hasotherwisemet the definition of an "affiliate" of the Companyasthat term is definedin Rule 144(a)(I) underthe Act (for purposes this Shareholder's of Certificate,a "RelatedPerson"includes(x) any relative or spouse the Shareholder, any relative of of or suchspouse, anyone of whom hasthe samehomeasthe Shareholder, any trust or (y) estatein which the Shareholder any suchperson,relativeand/orspouse or collectively own 10%or moreof the beneficialinterestor of which any suchpersonserves trustee, as executoror in any similar capacityand (z) any corporationor otherorganization(other than the Company)in which the Shareholder any suchperson,relative and/orspouse or arethe beneficialownerscollectively of 10%or moreof any classof equity securities or 10%or moreof the equity interest);and
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4. Neither the Shareholder any RelatedPerson or hashad,either nor has currentlyor within the threemonthsimmediatelypreceding datehereofor the dateof the the Sale,the right, contractuallyor otherwise,to influenceor direct any decisionof the Company'sBoardof Directorsotherthan by the Shareholder's voting the Shares a at meetingof the Company'sshareholders for the purposeof electingdirectorsor held otherwisevoting on actionsof the Company;and 5. Otherthan as setforth above,neitherthe Shareholder any Related nor Person participates or hasparticipatedin, eithercurrentlyor within the threemonths in immediatelypreceding datehereofor the dateof the Sale,the management the and policies of the Companyor hasor had any direct or indirect arrangements any kind of with respect the management policiesof the Company;and to and 6. None of the Shares subjectto any agreement is grantingany pledge,lien, mortgage, hypothecation, securityinterest,charge,option or encumbrance; and 7. The Shareholder herebyagrees that, if in the future andprior to the consummation the Salethe Shareholder the Shares longerqualify for the of or no exemptionprovidedby Rule 144(k)underthe Act, the Shareholder shall promptly notify the Companythereofandresubmitthe certificatesrepresenting Shares the the to Companyfor the insertionof an appropriate restrictivelegend;and 8. The Shareholder familiar with the requirements Rule 144underthe is of Act, including,without limitation, the definitionscontained therein,andthe Shareholder shall indemnify the Companyfor any liabilities, losses, damages expenses any or of naturethat the Companymay incur asa resultof any inaccuracyin this Shareholder's Certificateor the unavailabilityto the Shareholder the exemptionprovidedby Rule of 144(k)with respect the Shares otherwisein connectionwith this Shareholder's to or Certificateor the Sale. IN WITNESSWHEREOF,the undersigned Shareholder duly executed has this Shareholder's Certificateon andasof this - dayof 2°-
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