Common use of Purchaser Acknowledgments Clause in Contracts

Purchaser Acknowledgments. The Purchaser acknowledges and agrees that (a) the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement (including a representation or warranty about the financial or other prospects of the Assets) other than the Vendor’s Warranties, and that no such representation or warranty has been made on behalf of the Vendor; (b) certain employees, agents and advisers of the Purchaser have been involved in the negotiations and discussions leading to the execution of this Agreement and, subject to clause 11.8: (i) any matter fairly disclosed in writing to any of those persons; and (ii) any request or approval by any of those persons, will be deemed to be, for the purposes of this clause 11, disclosed or known to, or requested or approved by, the Purchaser; (c) in entering into this Agreement and proceeding to Completion, the Purchaser relies solely on its own judgement, investigations and professional advice received and does not rely on any statement, representation or warranty, other than the Vendor’s Warranties; (d) the Vendor’s Warranties are qualified as set down in clause 1.3; (e) to the fullest extent permitted by Law: (i) the Purchaser’s right to payment under clause 11.3 is the Purchaser’s sole and exclusive remedy in respect of a Warranty Claim and the Purchaser is not entitled to any other or separate cause of action for damages or other relief arising from any alleged misrepresentation, breach of warranty or otherwise; (ii) all terms, conditions, undertakings, inducements, warranties or representations, whether express or implied, statutory or otherwise, which are not expressly set out in this Agreement or the Disclosure Letter and which relate to or are connected with this Agreement or a matter the subject of a Vendor’s Warranty, are excluded; and (iii) the Purchaser must not make, and waives any right it may otherwise have to make, any Warranty Claim against the Vendor under any applicable Law, other than as set out in clause 11.3; (f) any monetary compensation received by the Purchaser as a result of a breach of a Vendor’s Warranty is deemed to be in reduction and partial refund of the Purchase Price; (g) the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement that it has legal title to, or any enforceable right to harvest, any trees that are planted outside the legal boundaries of the relevant Freehold Land or Non Freehold Land.

Purchaser Acknowledgments. A. Purchaser understands and acknowledges that: (i) no federal or state agency had made any finding or determination as to the fairness of this offering for investment, nor any recommendation or endorsement of the Purchased Shares; (ii) the Purchased Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or, any applicable state securities laws, are being offered and sold to the Purchaser pursuant to an exemption from such registration laws, and the Purchased Shares cannot be sold by the Purchaser unless subsequently registered under the Securities Act and such state laws or, in the opinion of counsel for the Company, an exemption for such registration is available; (iii) except as set forth in the Registration Rights Agreement described in Section VII(B)(viii) below, such registration under the Securities Act and such state laws is unlikely at any time in the future; and (iv) except pursuant to the Registration Rights Agreement described in Section VII(B)(viii) below, the Company is not obligated to file a registration statement under the Securities Act. B. Purchaser (i) is acquiring the Purchased Shares for investment for its own account and not with a view to distribution or resale, (ii) has not subdivided the Purchased Shares with, nor is it holding all or any portion of the Purchased Shares, for any other person, (iii) does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Purchased Shares, (iv) agrees not to sell, hypothecate or otherwise dispose of all or any of the Purchased Shares unless the Purchased Shares have been registered under the Securities Act and applicable state securities laws or, in the opinion of counsel to the Purchaser (which opinion shall be provided to the Company), an exemption from the registration requirements of the Securities Act and such state laws is available, and (v) does not currently own any Common Stock of the Company. C. The Company has made available to the Purchaser and/or its professional advisers all documents that they have requested relating to an investment in the Company and has provided satisfactory answers to all of their questions concerning the business, management and financial affairs of the Company, the offering and an investment in the Company. The Purchaser acknowledges and agrees that (a) understands that such discussions, as well as written information issued by the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement (including a representation or warranty about the financial or other prospects Company, were intended to describe certain aspects of the Assets) other than the Vendor’s Warranties, Company's business and that no such representation prospects but were not a thorough or warranty has been made on behalf of the Vendor; (b) certain employees, agents and advisers exhaustive description. Representatives of the Purchaser have been involved visited, or have had the opportunity to visit, the Company's facilities. D. Purchaser recognizes that an investment in the negotiations Company involves a high degree of risk, and discussions leading it has taken full cognizance of and understands all of the risk factors related to an investment in the Purchased Shares. Purchaser understands that it may lose its entire investment in the Purchased Shares. E. Purchaser understands and acknowledges that the Company is relying on representations, warranties and agreements made by the Purchaser to the execution Company herein and, thus, Purchaser hereby agrees to indemnify and hold harmless each of the Company, its affiliates and its present or future directors, officers, shareholders, partners, affiliates, agents, attorneys and employees (collectively, the "Company Indemnified Parties") from and against any and all losses, claims, damages, liabilities or expenses, including reasonable attorneys' fees (collectively, the "Losses"), which they or any of them may suffer, sustain or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Stock Purchase Agreement. F. Purchaser and the Company agree that, to the extent permitted by law, (i) the obligations imposed on Purchaser and the Company in this Agreement are special, unique and of an extraordinary character, and that in the event of a breach of this Stock Purchase Agreement andby Purchaser or the Company, damages alone would not be an adequate remedy; and (ii) if Purchaser or the Company breach this contract, the non-breaching party shall be entitled to specific performance and injunctive and other equitable relief in addition to any other remedy to which it may be entitled at law or in equity, without posting any bond. G. Purchaser acknowledges that the Purchased Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement without registration under the Securities Act subject to clause 11.8the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, and the resale occurring not less than two years after a party had purchased and paid for the securities to be sold. H. Purchaser hereby represents and warrants to the Company as of the date hereof and as of the date of Closing, as follows: Purchaser: (i) any matter fairly disclosed is a limited partnership duly organized, validly existing, authorized to exercise all its partnership powers, rights, and privileges, and is in writing to any good standing in the State of those persons; and (ii) any request or approval by any of those persons, will be deemed to be, for the purposes of this clause 11, disclosed or known to, or requested or approved by, the Purchaser; (c) in entering into this Agreement and proceeding to Completion, the Purchaser relies solely on its own judgement, investigations and professional advice received and does not rely on any statement, representation or warranty, other than the Vendor’s Warranties; (d) the Vendor’s Warranties are qualified as set down in clause 1.3; (e) to the fullest extent permitted by Law: (i) the Purchaser’s right to payment under clause 11.3 is the Purchaser’s sole and exclusive remedy in respect of a Warranty Claim and the Purchaser is not entitled to any other or separate cause of action for damages or other relief arising from any alleged misrepresentation, breach of warranty or otherwiseDelaware; (ii) has all termsrequisite partnership power and authority to own, conditionslease and operate it properties and to carry on its business as now conducted and possesses all business licenses, undertakingsfranchises, inducements, warranties or representations, whether express or implied, statutory or otherwise, which are not expressly set out in this Agreement or rights and privileges material to the Disclosure Letter and which relate to or are connected with this Agreement or a matter the subject conduct of a Vendor’s Warranty, are excludedits business; and (iii) is registered to do business and is in good standing in all jurisdictions in which such registration is required, except where the failure to be so registered or in good standing would not have a material adverse effect on the Purchaser must and its subsidiaries taken as a whole. I. The foregoing acknowledgments and the Purchaser's due diligence investigation are not makeintended, and waives any right it may otherwise have shall not be construed, to make, any Warranty Claim against limit or qualify the Vendor under any applicable Law, other than as set out in clause 11.3; (f) any monetary compensation received by the Purchaser as a result of a breach of a Vendor’s Warranty is deemed to be in reduction representations and partial refund warranties of the Purchase Price; (g) the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement that it has legal title to, or any enforceable right to harvest, any trees that are planted outside the legal boundaries of the relevant Freehold Land or Non Freehold LandCompany set forth herein.

Purchaser Acknowledgments. The A. Each Purchaser understands and acknowledges and agrees that : (ai) no federal or state agency has made any finding or determination as to the fairness of this offering for investment, nor any recommendation or endorsement of the Purchased Shares; (ii) the Vendor Purchased Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or, any applicable state securities laws, are being offered and sold to the Purchasers pursuant to an exemption from such registration laws, and the Purchased Shares cannot be sold by the Purchasers, or any of them, unless subsequently registered under the Securities Act and such state laws or, in the opinion of counsel for the Company, an exemption from such registration is available; (iii) except for the Registration Rights Agreement described in Section V(B) below, such registration under the Securities Act and such state laws is unlikely at any time in the future; and (iv) except for the Registration Rights Agreement described in Section V(B) below, the Company is not obligated to file a registration statement under the Securities Act. B. Each Purchaser (i) is acquiring the Purchased Shares for investment for his own account and not with a view to distribution or resale, (ii) has not subdivided the Purchased Shares with, nor is he holding all or any portion of the Purchased Shares, for any other person, (iii) does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Purchased Shares, (iv) agrees not to sell, hypothecate or otherwise dispose of all or any of the Purchased Shares unless the Purchased Shares have been registered under the Securities Act and applicable state securities laws or, in the opinion of counsel for the Company, an exemption from the registration requirements of the Securities Act and such state laws is available, and (v) does not currently own any Common Stock of the Company. C. The Company has made available to the Purchasers and/or their professional advisers all documents that they have requested relating to an investment in the Company and has provided satisfactory answers to all of their questions concerning the business, management and financial affairs of the Company, the offering and an investment in the Company. The Purchasers understand that such discussions, as well as written information issued by the Company, were intended to describe certain aspects of the Company's business and prospects but were not a thorough or exhaustive description. The Purchasers have visited, or have had the opportunity to visit, the Company's facilities. D. Each Purchaser recognizes that an investment in the Company involves a high degree of risk, and he has taken full cognizance of and understands all of the risk factors related to an investment in the Purchased Shares. Each Purchaser understands that he may lose his entire investment in the Purchased Shares. E. Each Purchaser understands and acknowledges that the Company is relying on representations, warranties and agreements made by the Purchasers to the Company herein and, thus, each Purchaser hereby agrees to indemnify and hold each of the Company and the directors, officers, shareholders, affiliates, agents, attorneys and employees of the Company harmless against any representation and all loss, damage, liability or warranty (express expense, including reasonable attorneys' fees, which they or implied) any of them may suffer, sustain or incur by reason of or in connection with this Agreement (including a representation any misrepresentation or breach of warranty about the financial or other prospects agreement made by or default of the Assets) other than Purchasers under this Stock Purchase Agreement, or in connection with the Vendor’s Warranties, and that no such representation sale or warranty has been made on behalf distribution by the Purchasers of the Vendor;Purchased Shares. (b) certain employeesF. Purchasers agree that, agents and advisers of the Purchaser have been involved in the negotiations and discussions leading to the execution of this Agreement and, subject to clause 11.8: (i) any matter fairly disclosed in writing to any of those persons; and (ii) any request or approval by any of those persons, will be deemed to be, for the purposes of this clause 11, disclosed or known to, or requested or approved by, the Purchaser; (c) in entering into this Agreement and proceeding to Completion, the Purchaser relies solely on its own judgement, investigations and professional advice received and does not rely on any statement, representation or warranty, other than the Vendor’s Warranties; (d) the Vendor’s Warranties are qualified as set down in clause 1.3; (e) to the fullest extent permitted by Law: law, (i) the Purchaser’s right to payment under clause 11.3 is the Purchaser’s sole and exclusive remedy in respect of a Warranty Claim obligations imposed on Purchasers and the Purchaser is not entitled to any other or separate cause of action for damages or other relief arising from any alleged misrepresentation, breach of warranty or otherwise; (ii) all terms, conditions, undertakings, inducements, warranties or representations, whether express or implied, statutory or otherwise, which are not expressly set out Company in this Agreement or the Disclosure Letter are special, unique and which relate to or are connected with this Agreement or a matter the subject of a Vendor’s Warranty, are excluded; and (iii) the Purchaser must not makean extraordinary character, and waives any right it may otherwise have to make, any Warranty Claim against that in the Vendor under any applicable Law, other than as set out in clause 11.3; (f) any monetary compensation received by the Purchaser as a result event of a breach of this Stock Purchase Agreement by Purchasers or the Company, damages alone would not be an adequate remedy; and (ii) if Purchasers or the Company breach this contract, the non- breaching party shall be entitled to specific performance and injunctive and other equitable relief in addition to any other remedy to which it or he may be entitled at law or in equity, without posting any bond. G. Each Purchaser acknowledges that the Purchased Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a Vendor’s Warranty is deemed private placement without registration under the Securities Act subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, and the resale occurring not less than two years after a party has purchased and paid for the securities to be in reduction and partial refund of the Purchase Price; (g) the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement that it has legal title to, or any enforceable right to harvest, any trees that are planted outside the legal boundaries of the relevant Freehold Land or Non Freehold Landsold.

Purchaser Acknowledgments. (a) The Purchaser acknowledges and agrees that (a) that the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement (including a representation or warranty about the financial or other prospects of the Assets) other than the Vendor’s Warranties, only representations and that no such representation or warranty has been made warranties on behalf of the Vendor; (b) certain employees, agents and advisers of which the Purchaser have been involved in the negotiations and discussions leading to the execution of this Agreement and, subject to clause 11.8: (i) any matter fairly disclosed in writing to any of those persons; and (ii) any request or approval by any of those persons, will be deemed to be, for the purposes of this clause 11, disclosed or known to, or requested or approved by, the Purchaser; (c) has relied in entering into this Agreement and proceeding to Completion, the Purchaser relies solely on its own judgement, investigations and professional advice received and does not rely on any statement, representation or warranty, other than the Vendor’s Warranties; (d) the Vendor’s Warranties are qualified as set down in clause 1.3; (e) to the fullest extent permitted by Lawagreement are: (i) the Purchaser’s right to payment under clause 11.3 is the Purchaser’s sole representations and exclusive remedy warranties set out in respect of a Warranty Claim and the Purchaser is not entitled to any other or separate cause of action for damages or other relief arising from any alleged misrepresentation, breach of warranty or otherwiseSchedule 5; (ii) all terms, conditions, undertakings, inducements, warranties or representations, whether express or implied, statutory or otherwise, which are not expressly set out the matters described in this Agreement or the Disclosure Letter and which relate to or are connected with this Agreement or a matter the subject of a Vendor’s Warranty, are excludedMaterials; and (iii) the representations made in the management presentations given to the Purchaser must not makeon 16 January 2004 by the senior managers of Xxxxx Xxxxx Foods and in the written information distributed at those presentations, and waives excluding any right it may otherwise have to makerepresentations in those materials of a prospective nature, any Warranty Claim against the Vendor under any applicable Lawsuch as forecasts, other than as set out in clause 11.3;projections or estimates. (fb) The Purchaser acknowledges and agrees that, to the extent permitted by law, all other warranties, representations and undertakings (whether express or implied and whether oral or in writing) made or given by the Vendor, the Company or their respective directors, employees, agents, advisers or representatives are expressly excluded. (c) The Purchaser acknowledges and agrees that where a Warranty is qualified by reference to the knowledge or awareness of the Vendor, the Vendor's knowledge or awareness is limited to matters within the knowledge or awareness, after making all reasonable and proper inquiries, of Xxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxx, Xxxxx Xxxxxxx and Xxxxxx Xxxxxx in relation to the subject matter of the Warranty. (d) The Purchaser acknowledges and agrees that any monetary compensation received by the Purchaser as a result of a breach of a Vendor’s 's Warranty is deemed to be in reduction and partial refund of the Purchase Price. (e) The Purchaser acknowledges and agrees that if the sale and purchase of the Shares is completed in accordance with the terms of this agreement, the Purchaser will acquire control of the freehold Property subject to: (i) the easements and covenants noted on the title for the Freehold Properties; (gii) all easements or rights vested in any Government Authority as disclosed in the Vendor has not made any representation Disclosure Material or warranty publicly available databases maintained under the Environment Protection Xxx 0000 (express Vic) or impliedby the Victorian Land Titles Office; and (iii) in connection with this Agreement that it has legal title to, all town planning or any enforceable right to harvest, any trees that are planted outside other restrictions on the legal boundaries use and development of the relevant Freehold Land or Non Freehold LandProperties.

Purchaser Acknowledgments. The Purchaser Each Purchaser, severally and not jointly, understands, acknowledges and hereby covenants and agrees thatwith the Company as follows: (a) Subject to the Vendor has not made any representation or warranty (express or implied) in connection with terms and conditions of this Agreement (including a representation or warranty about the financial or other prospects of the Assets) other than the Vendor’s WarrantiesAgreement, such Purchaser's agreement to purchase Securities hereunder is and that no such representation or warranty has been made on behalf of the Vendor;shall be irrevocable. (b) certain employees, agents The offering and advisers sale of the Purchaser Securities is intended to be exempt from registration under the United States Securities Act of 1933, as amended (the "ACT"), by virtue of Section 4(2) of the Act. The Securities, the Conversion Shares and the Warrant Shares have not been involved registered under the Act. Except to the extent set forth in the negotiations and discussions leading to the execution of this Agreement and, subject to clause 11.8: (i) any matter fairly disclosed in writing to any of those persons; and (ii) any request or approval by any of those persons, will be deemed to be, for the purposes of this clause 11, disclosed or known to, or requested or approved byShareholders Agreement, the Purchaser;Company is under no obligation to register the Securities, the Conversion Shares or the Warrant Shares or to assist such Purchaser in complying with any exemption from registration. (c) There is no existing public or other market for the Securities, and it is not expected that any such market will develop. There can be no assurance that such Purchaser will be able to sell or dispose of its Securities. Without limiting the generality of the foregoing, in entering into this Agreement and proceeding order not to Completionjeopardize the offering's exempt status under the Act, a transferee of such Securities may, among other things, be required to fulfill the Purchaser relies solely on its own judgement, investigations and professional advice received and does not rely on any statement, representation or warranty, other than the Vendor’s Warranties;investor suitability requirements thereunder. (d) All certificates issued for the Vendor’s Warranties are qualified as set down in clause 1.3;Securities, the Conversion Shares and the Warrant Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (2) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF WACHTELL, LIPTON, ROSEN & KATZ, OR SUCH OTHER COUNSEL AS IS REASONABLY SATISFACTORY TO ARCH CAPITAL GROUP LTD., TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE." (e) Prior to the fullest extent permitted by Law: earlier of the Shareholders Meeting (ias defined below) the Purchaser’s right to payment under clause 11.3 is the Purchaser’s sole and exclusive remedy in respect of a Warranty Claim and the Purchaser is four month anniversary of the Closing Date, the Securities, Conversion Shares and the Warrant Shares may not entitled to any other be sold, transferred or separate cause otherwise disposed of, directly or indirectly, without approval of action for damages or other relief arising from any alleged misrepresentation, breach of warranty or otherwise; (ii) all terms, conditions, undertakings, inducements, warranties or representations, whether express or implied, statutory or otherwise, which are not expressly set out in this Agreement or the Disclosure Letter and which relate to or are connected with this Agreement or a matter the subject of a Vendor’s Warranty, are excluded; and (iii) the Purchaser must not make, and waives any right it may otherwise have to make, any Warranty Claim against the Vendor under any applicable Law, other than as set out in clause 11.3;Transaction Committee. (f) any monetary compensation received by The Purchasers shall not transfer, in one transaction, or a series of related transactions, to a single Person or group, Common Shares, and/or securities convertible into Common Shares, representing in excess of either 51% of the Purchaser as a result of a breach of a Vendor’s Warranty is deemed votes then entitled to be cast in reduction and partial refund the election of directors, or 51% of the Purchase Price; then outstanding Common Shares (gtaking into account Common Shares issuable upon conversion of the Preference Shares) without making available to all holders of Common Shares the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement that it has legal title to, or any enforceable right to harvest, any trees that are planted outside participate in such transaction on the legal boundaries of same or substantially the relevant Freehold Land or Non Freehold Landsame terms as the Purchasers (giving effect to the securities being transferred).

Purchaser Acknowledgments. The Purchaser has conducted its own independent investigation, review and analysis of the business, assets, liabilities, financial condition, results of operations and prospects of Company and the Subsidiaries. Purchaser acknowledges that it and agrees that its representatives have been permitted full and complete access to the books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of Company and the Subsidiaries that it and its representatives have desired or requested to see or review, and that it and its representatives have had a full opportunity to meet with the officers and employees of Company and the Subsidiaries to discuss the business of Company and the Subsidiaries. In entering into this Agreement, Purchaser acknowledges that it has relied solely on such independent investigation and not on any factual representations of Seller and its representatives (other than those expressly set forth in the Agreement). Purchaser further (a) acknowledges that, should the Vendor has not made Closing occur, Purchaser shall acquire the assets of Company and the Subsidiaries without any representation or warranty (express as to merchantability or implied) fitness for any particular purpose, in connection with an "as is" condition and on a "where is" basis, except as otherwise expressly represented or warranted in this Agreement (including a representation or warranty about the financial or other prospects of the Assets) other than the Vendor’s Warranties, and that no such representation or warranty has been made on behalf of the Vendor; (b) certain employeesagrees, agents and advisers of the Purchaser have been involved in the negotiations and discussions leading to the execution of this Agreement and, subject to clause 11.8: (i) any matter fairly disclosed in writing to any of those persons; and (ii) any request or approval by any of those persons, will be deemed to be, for the purposes of this clause 11, disclosed or known to, or requested or approved by, the Purchaser; (c) in entering into this Agreement and proceeding to Completion, the Purchaser relies solely on its own judgement, investigations and professional advice received and does not rely on any statement, representation or warranty, other than the Vendor’s Warranties; (d) the Vendor’s Warranties are qualified as set down in clause 1.3; (e) to the fullest extent permitted by Applicable Law: , that none of Seller, Company, the Subsidiaries or any of their representatives shall have any liability on any basis based on information regarding Company or the Subsidiaries furnished or made available to Purchaser and its representatives, including any information, documents or material made available to Purchaser in any "data rooms," management presentations or in any other form in connection with the Acquisition or the other transactions contemplated by this Agreement, except that the foregoing limitations shall not apply (i) in the Purchaser’s right to payment under clause 11.3 is the Purchaser’s sole and exclusive remedy in respect event of a Warranty Claim and the Purchaser is not entitled to any other fraud or separate cause of action for damages willful misrepresentation or other relief arising from any alleged misrepresentation, breach of warranty or otherwise; (ii) all terms, conditions, undertakings, inducements, to Seller insofar as Seller has made the express representations and warranties or representations, whether express or implied, statutory or otherwise, which are not expressly set out in this Agreement or Agreement, but always subject to the Disclosure Letter and which relate to or are connected with this Agreement or a matter the subject of a Vendor’s Warranty, are excluded; and (iii) the Purchaser must not make, and waives any right it may otherwise have to make, any Warranty Claim against the Vendor under any applicable Law, other than as limitations set out forth in clause 11.3; (f) any monetary compensation received by the Purchaser as a result of a breach of a Vendor’s Warranty is deemed to be in reduction and partial refund of the Purchase Price; (g) the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement that it has legal title to, or any enforceable right to harvest, any trees that are planted outside the legal boundaries of the relevant Freehold Land or Non Freehold LandArticle 8.

Purchaser Acknowledgments. The Purchaser Each Purchaser, severally and not jointly, understands, acknowledges and hereby covenants and agrees thatwith the Company as follows: (a) Subject to the Vendor has not made any representation or warranty (express or implied) in connection with terms and conditions of this Agreement (including a representation or warranty about the financial or other prospects of the Assets) other than the VendorAgreement, such Purchaser’s Warranties, agreement to purchase Securities hereunder is and that no such representation or warranty has been made on behalf of the Vendor;shall be irrevocable. (b) certain employees, agents The offering and advisers sale of the Purchaser Securities is intended to be exempt from registration under the United States Securities Act of 1933, as amended (the “Act”), by virtue of Section 4(2) of the Act. The Securities, the Conversion Shares and the Warrant Shares have not been involved registered under the Act. Except to the extent set forth in the negotiations and discussions leading to the execution of this Agreement and, subject to clause 11.8: (i) any matter fairly disclosed in writing to any of those persons; and (ii) any request or approval by any of those persons, will be deemed to be, for the purposes of this clause 11, disclosed or known to, or requested or approved byShareholders Agreement, the Purchaser;Company is under no obligation to register the Securities, the Conversion Shares or the Warrant Shares or to assist such Purchaser in complying with any exemption from registration. (c) There is no existing public or other market for the Securities, and it is not expected that any such market will develop. There can be no assurance that such Purchaser will be able to sell or dispose of its Securities. Without limiting the generality of the foregoing, in entering into this Agreement and proceeding order not to Completionjeopardize the offering’s exempt status under the Act, a transferee of such Securities may, among other things, be required to fulfill the Purchaser relies solely on its own judgement, investigations and professional advice received and does not rely on any statement, representation or warranty, other than the Vendor’s Warranties;investor suitability requirements thereunder. (d) All certificates issued for the Vendor’s Warranties are qualified as set down in clause 1.3;Securities, the Conversion Shares and the Warrant Shares will bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, OFFERED OR SOLD EXCEPT (A) IN COMPLIANCE WITH THE PROVISIONS OF A CERTAIN SUBSCRIPTION AGREEMENT AND A CERTAIN SHAREHOLDERS AGREEMENT AND (B) PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (B)(2) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF WACHTELL, LIPTON, XXXXX & XXXX, OR SUCH OTHER COUNSEL AS IS REASONABLY SATISFACTORY TO ARCH CAPITAL GROUP LTD., TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE.” (e) Prior to the fullest extent permitted by Law: earlier of the Shareholders Meeting (ias defined below) the Purchaser’s right to payment under clause 11.3 is the Purchaser’s sole and exclusive remedy in respect of a Warranty Claim and the Purchaser is four month anniversary of the Closing Date, the Securities, Conversion Shares and the Warrant Shares may not entitled to any other be sold, transferred or separate cause otherwise disposed of, directly or indirectly, without approval of action for damages or other relief arising from any alleged misrepresentation, breach of warranty or otherwise; (ii) all terms, conditions, undertakings, inducements, warranties or representations, whether express or implied, statutory or otherwise, which are not expressly set out in this Agreement or the Disclosure Letter and which relate to or are connected with this Agreement or a matter the subject of a Vendor’s Warranty, are excluded; and (iii) the Purchaser must not make, and waives any right it may otherwise have to make, any Warranty Claim against the Vendor under any applicable Law, other than as set out in clause 11.3;Transaction Committee. (f) any monetary compensation received by The Purchasers shall not transfer, in one transaction, or a series of related transactions, to a single Person or group, Common Shares, and/or securities convertible into Common Shares, representing in excess of either 51% of the Purchaser as a result of a breach of a Vendor’s Warranty is deemed votes then entitled to be cast in reduction and partial refund the election of directors, or 51% of the Purchase Price; then outstanding Common Shares (gtaking into account Common Shares issuable upon conversion of the Preference Shares) without making available to all holders of Common Shares the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement that it has legal title to, or any enforceable right to harvest, any trees that are planted outside participate in such transaction on the legal boundaries of same or substantially the relevant Freehold Land or Non Freehold Landsame terms as the Purchasers (giving effect to the securities being transferred).

Purchaser Acknowledgments. The Purchaser Each Purchaser, severally and not jointly, understands, acknowledges and hereby covenants and agrees thatwith the Company as follows: (a) Subject to the Vendor has not made any representation or warranty (express or implied) in connection with terms and conditions of this Agreement (including a representation or warranty about the financial or other prospects of the Assets) other than the Vendor’s WarrantiesAgreement, such Purchaser's agreement to purchase Securities hereunder is and that no such representation or warranty has been made on behalf of the Vendor;shall be irrevocable. (b) certain employees, agents The offering and advisers sale of the Purchaser Securities is intended to be exempt from registration under the United States Securities Act of 1933, as amended (the "ACT"), by virtue of Section 4(2) of the Act. The Securities, the Conversion Shares and the Warrant Shares have not been involved registered under the Act. Except to the extent set forth in the negotiations Shareholders Agreement, the Company is under no obligation to register the Securities, the Conversion Shares or the Warrant Shares or to assist such Purchaser in complying with any exemption from registration. (c) There is no existing public or other market for the Securities, and discussions leading it is not expected that any such market will develop. There can be no assurance that such Purchaser will be able to sell or dispose of its Securities. Without limiting the generality of the foregoing, in order not to jeopardize the offering's exempt status under the Act, a transferee of such Securities may, among other things, be required to fulfill the investor suitability requirements thereunder. (d) All certificates issued for the Securities, the Conversion Shares and the Warrant Shares will bear the legend set forth in Section D.1.d of the Warburg/H&F Agreement. (e) Prior to the execution earlier of the Shareholders Meeting and the four month anniversary of the Closing Date, the Securities, Conversion Shares and the Warrant Shares may not be sold, transferred or otherwise disposed of, directly or indirectly, without approval of the Transaction Committee (excluding Xxxxxx Xxxxxxxx or Xxxxx Xxxxx in the case of a sale, transfer or other disposition by Xxxxxx Xxxxxxxx or Xxxxx Xxxxx, as the case may be). (f) Each Purchaser shall be subject to the restrictions of Section 5.2 of the Shareholders Agreement with respect to the Securities acquired by it under this Agreement andand any securities acquired in respect thereof, to the same extent that Warburg and H&F are restricted with respect to the Securities acquired by them under the Warburg/H&F Agreement and any securities acquired in respect thereof. (g) The terms of the purchase of the Securities hereunder shall, except as explicitly set forth herein, be on substantially the same terms and conditions set forth in the Warburg/H&F Agreement as it may be amended, modified, interpreted or implemented in the future. No consent of any Purchaser hereunder shall be required with respect to any amendment, modification, interpretation or implementation of the Warburg/H&F Agreement unless the consequences of such modification, amendment or interpretation of, or such action or determination made by Warburg and H&F implementing the terms of, or such waiver of any rights by Warburg and H&F under, the Warburg/H&F Agreement applies differently to any Purchaser than to Warburg and H&F (or, if they apply differently, it is because of differences in the treatment of Warburg and H&F under the Warburg/H&F Agreement (as opposed to other Purchasers under the Warburg/H&F Agreement or this Agreement) and such differences are not made more adverse to any Purchaser, or more favorable to Warburg and H&F, as a result of such modification, amendment or interpretation, such action or determination, or such waiver). Without limiting the generality of, but subject to clause 11.8to, the foregoing, and for the avoidance of doubt, the Purchasers acknowledge and agree: (i) Warburg and H&F shall jointly have the sole right (on behalf of themselves and all Purchasers under the Warburg/H&F Agreement and this Agreement) to make any matter fairly disclosed in writing to any of those persons; and (ii) any request or approval by any of those persons, will be deemed to be, for the purposes of this clause 11, disclosed or known and all determinations with respect to, or requested to take any and all actions necessary to effectuate the provisions of, Section B of the Warburg/H&F Subscription Agreement (including the right to approve any amendment or approved byacceleration of, or to waive compliance by Arch with, any of the Purchaser; terms thereof), which decisions shall apply with equal force to Section A.3 of this Agreement; PROVIDED that the consequences of such determinations and actions by Warburg and H&F do not apply differently to any Purchaser than to Warburg and H&F (c) or, if they apply differently, it is because of differences in entering into the treatment of Warburg and H&F as opposed to other Purchasers under the Warburg/H&F Agreement or this Agreement and proceeding to Completion, the Purchaser relies solely on its own judgement, investigations and professional advice received and does such differences are not rely on any statement, representation or warranty, other than the Vendor’s Warranties; (d) the Vendor’s Warranties are qualified as set down in clause 1.3; (e) to the fullest extent permitted by Law: (i) the Purchaser’s right to payment under clause 11.3 is the Purchaser’s sole and exclusive remedy in respect of a Warranty Claim and the Purchaser is not entitled made more adverse to any other Purchaser or separate cause more favorable to Warburg and H&F as a result of action for damages such determination or other relief arising from any alleged misrepresentation, breach of warranty or otherwiseaction); (ii) all termsthe Purchasers shall have no rights (including no right to consent to any action proposed to be taken by Arch under, conditionsor any right to waive compliance by Arch with, undertakingsany covenant or agreement) as a "Purchaser" under Section D.4 of the Warburg/H&F Agreement, inducementsit being acknowledged that each Purchaser shall, warranties or representationshowever, whether express or implied, statutory or otherwise, which are not expressly set out in this Agreement or have the Disclosure Letter and which relate to or are connected with this Agreement or a matter the subject obligations of a Vendor’s Warranty"Purchaser" under Sections D.4(d), are excluded; and (iii) the Purchaser must not make, and waives any right it may otherwise have to make, any Warranty Claim against the Vendor under any applicable Law, other than as set out in clause 11.3; (f) any monetary compensation received by the Purchaser as a result of a breach of a Vendor’s Warranty is deemed to be in reduction and partial refund of the Purchase Price; (g) the Vendor has not made any representation or warranty and (express or impliedi) in connection with this Agreement that it has legal title to, or any enforceable right to harvest, any trees that thereof (and which are planted outside the legal boundaries of the relevant Freehold Land or Non Freehold Land.incorporated herein by reference);

Purchaser Acknowledgments. The Purchaser Each Purchaser, severally and not jointly, understands, acknowledges and hereby covenants and agrees thatwith the Company as follows: (a) Subject to the Vendor has not made any representation or warranty (express or implied) in connection with terms and conditions of this Agreement (including a representation or warranty about the financial or other prospects of the Assets) other than the Vendor’s WarrantiesAgreement, such Purchaser's agreement to purchase Securities hereunder is and that no such representation or warranty has been made on behalf of the Vendor;shall be irrevocable. (b) certain employees, agents The offering and advisers sale of the Purchaser Securities is intended to be exempt from registration under the United States Securities Act of 1933, as amended (the "Act"), by virtue of Section 4(2) of the Act. The Securities, the Conversion Shares and the Warrant Shares have not been involved registered under the Act. Except to the extent set forth in the negotiations and discussions leading to the execution of this Agreement and, subject to clause 11.8: (i) any matter fairly disclosed in writing to any of those persons; and (ii) any request or approval by any of those persons, will be deemed to be, for the purposes of this clause 11, disclosed or known to, or requested or approved byShareholders Agreement, the Purchaser;Company is under no obligation to register the Securities, the Conversion Shares or the Warrant Shares or to assist such Purchaser in complying with any exemption from registration. (c) There is no existing public or other market for the Securities, and it is not expected that any such market will develop. There can be no assurance that such Purchaser will be able to sell or dispose of its Securities. Without limiting the generality of the foregoing, in entering into this Agreement and proceeding order not to Completionjeopardize the offering's exempt status under the Act, a transferee of such Securities may, among other things, be required to fulfill the Purchaser relies solely on its own judgement, investigations and professional advice received and does not rely on any statement, representation or warranty, other than the Vendor’s Warranties;investor suitability requirements thereunder. (d) All certificates issued for the Vendor’s Warranties are qualified as set down in clause 1.3;Securities, the Conversion Shares and the Warrant Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (2) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF WACHTELL, LIPTON, ROSEN & KATZ, OR SUCH OTHER COUNSEL AS IS REASONABLY SATISFACTORY TO XXCH CAPITAL GROUP LTD., TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE." (e) Prior to the fullest extent permitted by Law: earlier of the Shareholders Meeting (ias defined below) the Purchaser’s right to payment under clause 11.3 is the Purchaser’s sole and exclusive remedy in respect of a Warranty Claim and the Purchaser is four month anniversary of the Closing Date, the Securities, Conversion Shares and the Warrant Shares may not entitled to any other be sold, transferred or separate cause otherwise disposed of, directly or indirectly, without approval of action for damages or other relief arising from any alleged misrepresentation, breach of warranty or otherwise; (ii) all terms, conditions, undertakings, inducements, warranties or representations, whether express or implied, statutory or otherwise, which are not expressly set out in this Agreement or the Disclosure Letter and which relate to or are connected with this Agreement or a matter the subject of a Vendor’s Warranty, are excluded; and (iii) the Purchaser must not make, and waives any right it may otherwise have to make, any Warranty Claim against the Vendor under any applicable Law, other than as set out in clause 11.3;Transaction Committee. (f) any monetary compensation received by The Purchasers shall not transfer, in one transaction, or a series of related transactions, to a single Person or group, Common Shares, and/or securities convertible into Common Shares, representing in excess of either 51% of the Purchaser as a result of a breach of a Vendor’s Warranty is deemed votes then entitled to be cast in reduction and partial refund the election of directors, or 51% of the Purchase Price; then outstanding Common Shares (gtaking into account Common Shares issuable upon conversion of the Preference Shares) without making available to all holders of Common Shares the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement that it has legal title to, or any enforceable right to harvest, any trees that are planted outside participate in such transaction on the legal boundaries of same or substantially the relevant Freehold Land or Non Freehold Landsame terms as the Purchasers (giving effect to the securities being transferred).

Purchaser Acknowledgments. The Purchaser Each Purchaser, severally and not jointly, understands, acknowledges and hereby covenants and agrees thatwith the Company as follows: (a) Subject to the Vendor has not made any representation or warranty (express or implied) in connection with terms and conditions of this Agreement (including a representation or warranty about the financial or other prospects of the Assets) other than the Vendor’s WarrantiesAgreement, such Purchaser's agreement to purchase Securities hereunder is and that no such representation or warranty has been made on behalf of the Vendor;shall be irrevocable. (b) certain employees, agents The offering and advisers sale of the Purchaser Securities is intended to be exempt from registration under the United States Securities Act of 1933, as amended (the "ACT"), by virtue of Section 4(2) of the Act. The Securities, the Conversion Shares and the Warrant Shares have not been involved registered under the Act. Except to the extent set forth in the negotiations and discussions leading to the execution of this Agreement and, subject to clause 11.8: (i) any matter fairly disclosed in writing to any of those persons; and (ii) any request or approval by any of those persons, will be deemed to be, for the purposes of this clause 11, disclosed or known to, or requested or approved byShareholders Agreement, the Purchaser;Company is under no obligation to register the Securities, the Conversion Shares or the Warrant Shares or to assist such Purchaser in complying with any exemption from registration. (c) There is no existing public or other market for the Securities, and it is not expected that any such market will develop. There can be no assurance that such Purchaser will be able to sell or dispose of its Securities. Without limiting the generality of the foregoing, in entering into this Agreement and proceeding order not to Completionjeopardize the offering's exempt status under the Act, a transferee of such Securities may, among other things, be required to fulfill the Purchaser relies solely on its own judgement, investigations and professional advice received and does not rely on any statement, representation or warranty, other than the Vendor’s Warranties;investor suitability requirements thereunder. (d) All certificates issued for the Vendor’s Warranties are qualified as set down in clause 1.3;Securities, the Conversion Shares and the Warrant Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, OFFERED OR SOLD EXCEPT (A) IN COMPLIANCE WITH THE PROVISIONS OF A CERTAIN SUBSCRIPTION AGREEMENT AND A CERTAIN SHAREHOLDERS AGREEMENT AND (B) PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (B)(2) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF WACHTELL, LIPTON, XXXXX & XXXX, OR SUCH OTHER COUNSEL AS IS REASONABLY SATISFACTORY TO ARCH CAPITAL GROUP LTD., TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE." (e) Prior to the fullest extent permitted by Law: earlier of the Shareholders Meeting (ias defined below) the Purchaser’s right to payment under clause 11.3 is the Purchaser’s sole and exclusive remedy in respect of a Warranty Claim and the Purchaser is four month anniversary of the Closing Date, the Securities, Conversion Shares and the Warrant Shares may not entitled to any other be sold, transferred or separate cause otherwise disposed of, directly or indirectly, without approval of action for damages or other relief arising from any alleged misrepresentation, breach of warranty or otherwise; (ii) all terms, conditions, undertakings, inducements, warranties or representations, whether express or implied, statutory or otherwise, which are not expressly set out in this Agreement or the Disclosure Letter and which relate to or are connected with this Agreement or a matter the subject of a Vendor’s Warranty, are excluded; and (iii) the Purchaser must not make, and waives any right it may otherwise have to make, any Warranty Claim against the Vendor under any applicable Law, other than as set out in clause 11.3;Transaction Committee. (f) any monetary compensation received by The Purchasers shall not transfer, in one transaction, or a series of related transactions, to a single Person or group, Common Shares, and/or securities convertible into Common Shares, representing in excess of either 51% of the Purchaser as a result of a breach of a Vendor’s Warranty is deemed votes then entitled to be cast in reduction and partial refund the election of directors, or 51% of the Purchase Price; then outstanding Common Shares (gtaking into account Common Shares issuable upon conversion of the Preference Shares) without making available to all holders of Common Shares the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement that it has legal title to, or any enforceable right to harvest, any trees that are planted outside participate in such transaction on the legal boundaries of same or substantially the relevant Freehold Land or Non Freehold Landsame terms as the Purchasers (giving effect to the securities being transferred).