Common use of Purchaser’s Acknowledgements Clause in Contracts

Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees that: 15.1 no warranty as to the state and condition of the Property, or as to its suitability for any use or as to the compliance with any statute or regulation or with the requirements of any Authority or body or with the requirements of any planning legislation or any local Authority given or implied by the Vendor has been given and the Purchaser will take the Property as is on the Settlement Date; 15.2 the Purchaser buys the Property on an “as is where is” basis and will not make any requisition or claim for any compensation for any alleged misdescription of the Property or any deficiency in its area or measurements or call upon the Vendor to amend title or to bear all or any part of the costs of doing so; 15.3 the Purchaser has made its own enquiries in relation to the use of the Property and as to the existence or otherwise of any requisite permits and as to the conditions (if any) contained in any permits and of any restrictions under planning or development legislation; 15.4 the Purchaser buys the Property subject to any easements, rights, exceptions and reservations referred to in either this Agreement, the Form 1 Disclosure Statement or the Certificate of Title for the Property and any interests or rights vested in or claimed, whether before or after this Agreement by any Authority or any third party, including any other interest which may affect the Property; 15.5 the Vendor makes no warranties as to the condition of the improvements, fixtures, fittings and other property sold pursuant to this Agreement in respect of the Property, and the Purchaser will not make any claim or demand against the Vendor on account of their condition, suitability or fitness; Draft Copy 15.6 the Purchaser having made its own enquiries is aware of the Property’s surroundings and any traffic, noise or other environmental matters associated with the Property and the Purchaser will take the Property as is on the Settlement Date; 15.7 the Purchaser is deemed to buy with full knowledge as to the dimensions areas boundaries encroachments and all defects and deficiencies (if any) of the Property and any improvements, fixtures, fittings and other property sold pursuant to this Agreement; and 15.8 the Purchaser must not lodge any caveat or priority notice over the Property in respect of the Purchaser’s interest in the Property, and if the Purchaser does lodge such caveat or priority notice the Vendor may act as attorney for the Purchaser to withdraw any caveat or priority notice, and the Purchaser indemnifies the Vendor against any liability, loss, charges and expenses arising from the exercise of such power of attorney.

Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees agrees, which acknowledgements and agreements shall survive Closing, that: 15.1 no warranty (a) it has not been provided with a prospectus or with an offering memorandum as defined in the applicable Securities Laws or any similar document in connection with its purchase of the Note and the Warrants; (b) the Purchaser further acknowledges and expressly consents to: (i) the disclosure of any information about the Purchaser (“Personal Information”) by the Corporation to the state TSX and condition NYSE MKT and other applicable regulatory authorities, as required, and (ii) the collection, use and disclosure of Personal Information by the TSX and NYSE MKT for such purposes as may be identified by the TSX and NYSE MKT, from time to time; (c) no representation has been made respecting the value or trading price of the PropertyNote, Warrants or Warrant Shares; (d) certificates representing the Note, Warrants and Warrant Shares shall bear the following legends: THE SECURITIES REPRESENTED HEREBY [AND FOR WARRANTS, ADD: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF CARDERO RESOURCE CORP. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT; (B) TO THE COMPANY, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS OR (D) WITHIN THE UNITED STATES (1) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (2) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS PROVIDED THE COMPANY, PRIOR TO SUCH OFFER, SALE OR TRANSFER WITH AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES ARE REGISTERED UNDER THE 1933 ACT OR MAY BE SO OFFERED, SOLD OR TRANSFERRED WITHOUT REGISTRATION UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER n, 2013 [the date that is four months and one date from the date of issue to be inserted]. (e) the certificate representing the Warrants shall also bear the following legend[s]: (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”), HOWEVER THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY, ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTION ON TSX; (ii) THE HOLDER OF THIS SECURITY SHALL NOT BE ENTITLED TO EXERCISE ANY WARRANTS REPRESENTED HEREBY AT ANY TIME WHERE, FOLLOWING SUCH EXERCISE, SUCH HOLDER AND ITS ASSOCIATES AND AFFILIATES WOULD HOLD MORE THAN 19.9% OF THE THEN ISSUED AND OUTSTANDING COMMON SHARES OF CARDERO RESOURCE CORP. (THE “CORPORATION”) UNLESS PRIOR APPROVAL OF THE TSX OR THE CORPORATION'S SHAREHOLDERS IS OBTAINED IN ACCORDANCE WITH THE POLICIES OF THE TSX; (iii) THE HOLDER OF THIS SECURITY SHALL NOT BE ENTITLED TO EXERCISE ANY WARRANTS REPRESENTED HEREBY AT ANY TIME WHERE, FOLLOWING SUCH EXERCISE, SUCH HOLDER AND ITS ASSOCIATES AND AFFILIATES WOULD HOLD 10% OR MORE OF THE THEN ISSUED AND OUTSTANDING COMMON SHARES OF THE CORPORATION UNLESS PRIOR APPROVAL OF THE TSX IS OBTAINED IN ACCORDANCE WITH THE POLICIES OF THE TSX; (iv) THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT; and (v) THE HOLDER OF THIS SECURITY SHALL NOT BE ENTITLED TO EXERCISE ANY WARRANTS REPRESENTED HEREBY UNTIL THE SECURITIES DELIVERABLE UPON EXERCISE HAVE BEEN APPROVED FOR LISTING BY THE NYSE MKT, OR SUCH APPROVAL IS NO LONGER NECESSARY. (f) the Purchaser understands that the Warrants may not be exercised by, or for the account or benefit of, a U.S. Person (as to its suitability for any use defined in Regulation S under the Securities Act) or as a person in the United States unless an exemption from the registration requirements of the Securities Act and applicable state securities laws is available to the compliance with any statute or regulation or with the requirements of any Authority or body or with the requirements of any planning legislation or any local Authority given or implied by the Vendor has been given holder and the Purchaser will take the Property as is on the Settlement Date; 15.2 the Purchaser buys the Property on holder has furnished an “as is where is” basis opinion of counsel of recognized standing in form and will not make any requisition or claim for any compensation for any alleged misdescription of the Property or any deficiency in its area or measurements or call upon the Vendor to amend title or to bear all or any part of the costs of doing so; 15.3 the Purchaser has made its own enquiries in relation substance reasonable satisfactory to the use Corporation to such effect or, at the Corporation’s option, other evidence of the Property and as exemption satisfactory to the existence or otherwise of any requisite permits and as to the conditions (if any) contained in any permits and of any restrictions under planning or development legislation; 15.4 the Purchaser buys the Property subject to any easementsCorporation; provided, rightshowever, exceptions and reservations referred to in either this Agreement, the Form 1 Disclosure Statement or the Certificate of Title for the Property and any interests or rights vested in or claimed, whether before or after this Agreement by any Authority or any third party, including any other interest which may affect the Property; 15.5 the Vendor makes no warranties as to the condition of the improvements, fixtures, fittings and other property sold pursuant to this Agreement in respect of the Property, and that the Purchaser will not make any claim or demand against be required to deliver an opinion of counsel in connection with its exercise of the Vendor on Warrants for its own account at a time when it is an Accredited Investor (as defined in Rule 501 of their condition, suitability or fitness; Draft CopyRegulation D under the Securities Act) and has provided the Corporation with a representation to such effect; 15.6 (g) the Purchaser having made its own enquiries understands that the Note and the Warrants are being, and the Warrant Shares will be, offered and sold to the Purchaser in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and from the prospectus and registration requirements of Canadian securities laws and that the Corporation is aware relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Property’s surroundings Purchaser set forth herein in order to determine the availability of such exemptions and any trafficthe eligibility of the Purchaser to acquire the securities, noise and a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Securities Laws, including statutory rights of rescission or damages, will not be available to the Purchaser; (h) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Note, the Warrants or the Warrant Shares, there is no government or other environmental matters insurance covering the Note, the Warrants and the Warrant Shares and there are risks associated with the Property purchase of the Note and an investment in the Warrants; 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 Note and the Warrants, and has so evaluated the merits and risks of such investment. The Purchaser will take is able to bear the Property as economic risk of an investment in the Note and the Warrants and, at the present time, is on the Settlement Dateable to afford a complete loss of such investment; 15.7 (i) the Purchaser understands that the Warrant Shares have not yet been approved for listing by the NYSE MKT and that Warrants may not be exercised until such approval is obtained or no longer necessary; (j) the Purchaser is deemed not purchasing the Note or the Warrants as a result of any advertisement, article, notice or other communication regarding the securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement; (k) the Purchaser: (i) has been advised to buy consult the Purchaser’s own legal advisors with full knowledge as respect to trading in the dimensions areas boundaries encroachments Note, the Warrants and all defects Warrant Shares and deficiencies with respect to resale restrictions imposed by applicable Securities Laws in the jurisdiction in which the Purchaser resides; (if anyii) of is solely responsible for determining and complying with applicable resale restrictions before selling the Property and any improvementsNote, fixtures, fittings and other property sold pursuant to this AgreementWarrants or Warrant Shares; and 15.8 (iii) is aware that the Purchaser must may not lodge any caveat or priority notice over be able to resell the Property in respect of the Purchaser’s interest in the Property, and if the Purchaser does lodge such caveat or priority notice the Vendor may act as attorney for the Purchaser to withdraw any caveat or priority notice, Note and the Purchaser indemnifies the Vendor against any liability, loss, charges and expenses arising from the exercise of such power of attorneyWarrants except in accordance with limited exemptions under applicable Securities Laws.

Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees that: 15.1 (a) the sale and delivery of the Shares and Warrants to the Purchaser is conditional upon such sales being made pursuant to the exemption from registration under the 1933 Act as set forth in Regulation D promulgated thereunder; (b) the Company may be required to disclose to the SEC, and thereby through public access to XXXXX filing, the identity of the beneficial purchaser(s) of the Shares; (c) the Shares, and any subsequent shares acquired through the exercise of the Warrants, are not been registered under the 1933 Act, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Purchaser hereto), and that such Shares must be held unless a subsequent disposition is registered under the 1933 Act or is exempt from such registration. (d) the Shares, and any subsequent shares acquired through the exercise of the Warrants, shall bear the following legend, unless same shall have been included in an effective registration statement under the 1933 Act: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; (e) the Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company (based on the Company’s representations and warranties to Purchaser) and that the Purchaser is able financially to bear the risks thereof; (f) no warranty agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the state and condition of the Propertymerits for investment of, nor have any such agencies or as to its suitability for governmental authorities made any use recommendation or as endorsement with respect to the compliance with any statute Shares or regulation or with the requirements of any Authority or body or with the requirements of any planning legislation or any local Authority given or implied by the Vendor has been given and the Purchaser will take the Property as is on the Settlement DateUnits; 15.2 the Purchaser buys the Property on an “as is where is” basis and will not make any requisition or claim for any compensation for any alleged misdescription of the Property or any deficiency in its area or measurements or call upon the Vendor to amend title or to bear all or any part of the costs of doing so; 15.3 (g) the Purchaser has made its own enquiries in relation been directed to the use Company’s filings on XXXXX and has reviewed to the extent the Purchaser deems necessary, copies of the Property Company's Form 10-K for the year ended January 31, 2009 as filed with the SEC, together with all subsequently filed Forms 10-Q, 8-K, and any other publicly available filings made with the SEC and has received from the Company the Company’s representations and warranties to Purchaser concerning its operations, financial condition and other matters as to requested of the existence Company, and Purchaser has considered these representations and warranties in deciding on the advisability of investing in the Units; (h) the Units are being offered for sale only on a “private placement” basis; (i) the Units are being acquired by the Purchaser in good faith solely for the Purchaser’s own account, for investment purposes only, and are not being purchased with a view to, or otherwise of any requisite permits for the resale or distribution thereof; (j) the representations, warranties and as to the conditions (if any) covenants contained in any permits and of any restrictions under planning or development legislation; 15.4 this Agreement made by Purchaser are made by the Purchaser buys with the Property subject intent that they may be relied upon by the Company in determining the Purchaser’s eligibility to any easements, rights, exceptions and reservations referred to in either this Agreement, purchase the Form 1 Disclosure Statement or the Certificate of Title for the Property and any interests or rights vested in or claimed, whether before or after this Agreement by any Authority or any third party, including any other interest which may affect the Property; 15.5 the Vendor makes no warranties as to the condition of the improvements, fixtures, fittings and other property sold pursuant to this Agreement in respect of the PropertyUnits, and the Purchaser will not make any claim hereby agrees to indemnify the Company against all losses, claims, costs, expenses and damages or demand against liabilities which it may suffer or incur caused or arising from its reliance thereon. The Purchaser further agrees that by accepting the Vendor on account of their conditionUnits, suitability or fitness; Draft Copy 15.6 the Purchaser having represents and warrants that the foregoing representations and warranties are true as at the Closing with the same force and effect as if they had been made its own enquiries is aware by the Purchaser at the Closing and that they shall survive the Closing Date and shall continue in full force and effect notwithstanding any subsequent disposition of the Property’s surroundings and any traffic, noise or other environmental matters associated with Shares; (k) the Property and offer to sell the Units was directly communicated to the Purchaser will take the Property as is on the Settlement Date; 15.7 and at no time was the Purchaser is deemed presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to buy attend a promotional meeting otherwise than in connection and concurrently with full knowledge as to the dimensions areas boundaries encroachments and all defects and deficiencies (if any) of the Property and any improvements, fixtures, fittings and other property sold pursuant to this Agreementsuch communicated offer; and 15.8 (l) the Purchaser must Company will not lodge take any caveat steps to have the Warrants listed or priority notice over the Property in respect of the Purchaser’s interest in the Property, and if the Purchaser does lodge such caveat quoted on any public market or priority notice the Vendor may act as attorney for the Purchaser to withdraw any caveat or priority notice, and the Purchaser indemnifies the Vendor against any liability, loss, charges and expenses arising from the exercise of such power of attorneystock exchange.

Purchaser’s Acknowledgements. The Purchaser acknowledges that existing and/or future development agreements between the Vendor and the Municipality or in connection with the application by the declarant of the Common Element Condominium corporation (the “Declarant”) to the appropriate governmental authorities for draft plan of condominium approval may require the Vendor to provide the Purchaser with certain notices or warnings including, without limiting the generality of the foregoing, notices or warnings regarding the use of the Real Property, environmental issues, noise levels, maintenance of municipal fencing, and the status of services and works in the development. The Purchaser acknowledges and agrees that: 15.1 no warranty as to the state and condition of the Property, or as to its suitability for any use or as to the compliance with any statute or regulation or with the requirements of any Authority or body or with the requirements of any planning legislation or any local Authority given or implied by that the Vendor has been given and may be unable, at this time, to provide the Purchaser will take the Property as is on the Settlement Date; 15.2 with all such notices and warnings. On or before Closing, the Purchaser buys the Property on shall forthwith execute upon request an “as is where is” basis and will not make any requisition acknowledgment or claim for any compensation for any alleged misdescription of the Property or any deficiency in its area or measurements or call upon the Vendor to amend title or to bear all or any part of the costs of doing so; 15.3 the Purchaser has made its own enquiries in relation to the use of the Property and as to the existence or otherwise of any requisite permits and as to the conditions (if any) contained in any permits and of any restrictions under planning or development legislation; 15.4 the Purchaser buys the Property subject to any easements, rights, exceptions and reservations referred to in either this Agreement, the Form 1 Disclosure Statement or the Certificate of Title for the Property and any interests or rights vested in or claimed, whether before or after this Agreement by any Authority or any third party, including any other interest which may affect the Property; 15.5 the Vendor makes no warranties as to the condition of the improvements, fixtures, fittings and other property sold pursuant amendment to this Agreement in respect of containing the Propertyrequired notices and warning clauses. The Purchaser acknowledges and agrees that the Vendor may be unable to sell the Real Property to the Purchaser unless the Purchaser executes such acknowledgments or amendments as aforesaid. In the event that the Purchaser fails to execute such acknowledgments or amendments forthwith upon being requested to do so, the Vendor shall be entitled, at its sole option, to terminate this Agreement and upon such termination, all monies paid to the Vendor hereunder shall be forfeited to the Vendor and this Agreement shall be at an end, and the Purchaser will shall not make have any claim or demand against further rights hereunder. The Purchaser acknowledges and agrees that the Vendor on account shall be entitled to use any unsold Units as models for display and sale purposes and otherwise maintain construction offices, displays and signs for marketing/sales, leasing purposes including, without limitation, the use of their condition, suitability or fitness; Draft Copy 15.6 the Purchaser having made its own enquiries is aware all common element areas comprising portions of the Property’s surroundings and any traffic, noise or other environmental matters associated with Common Elements Condominium corporation for the Property marketing of and the Purchaser will take the Property completion of construction and development of Units as is on the Settlement Date; 15.7 the Purchaser is deemed to buy with full knowledge as to the dimensions areas boundaries encroachments and all defects and deficiencies (if any) of the Property and any improvements, fixtures, fittings and other property sold pursuant to this Agreement; and 15.8 the Purchaser must not lodge any caveat or priority notice over the Property in respect of the Purchaser’s interest described in the Property, and if the Purchaser does lodge such caveat or priority notice the Vendor may act as attorney for the Purchaser to withdraw any caveat or priority notice, and the Purchaser indemnifies the Vendor against any liability, loss, charges and expenses arising from the exercise of such power of attorneyCondominium documents.

Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees that: 15.1 (a) the sale and delivery of the Shares and Warrants to the Purchaser is conditional upon such sales being made pursuant to the exemption from registration under the 1933 Act as set forth in Regulation D ("Regulation D") promulgated thereunder; (b) the Company will be required to disclose to the Commission, and thereby through public access to Xxxxx filing, the identity of the beneficial purchasers of the Shares; (c) neither the Units, the Shares, the Warrants nor the shares underlying the Warrants have been registered under the 1933 Act, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Purchaser hereto), and that such Shares must be held unless a subsequent disposition is registered under the 1933 Act or is exempt from such registration; (d) the Shares and Warrants shall bear the following or a substantially equivalent legend, unless same shall have been included in an effective registration statement under the 1933 Act: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; (e) it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (f) no warranty agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the state and condition of merits for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Property, Shares or as to its suitability for any use or as to the compliance with any statute or regulation or with the requirements of any Authority or body or with the requirements of any planning legislation or any local Authority given or implied by the Vendor has been given and the Purchaser will take the Property as is on the Settlement DateWarrants; 15.2 the Purchaser buys the Property on an “as is where is” basis and will not make any requisition or claim for any compensation for any alleged misdescription of the Property or any deficiency in its area or measurements or call upon the Vendor to amend title or to bear all or any part of the costs of doing so; 15.3 (g) the Purchaser has made its own enquiries in relation access to and has reviewed to the use extent necessary, via United States Securities and Exchange Commission (the "Commission") Xxxxx data base, copies of the Property Company's Form 10-KSB for the year ended December 31, 2003 as filed with the Commission, together with all subsequently filed Forms 10-KSB/A, 10-QSB, 8-K, Proxy Statements, Registration Statement on Form SB-2 and all amendments thereto and other publicly available filings made with the Commission ("Commission Reports") and has received from the Company such other information concerning its operations, financial condition and other matters as to requested of the existence Company, and Purchaser has considered all factors the Purchaser deems material in deciding on the advisability of investing in the Units; (h) the Units are being offered for sale only on a "private placement" basis; (i) the Units are being acquired by the Purchaser in good faith solely for the Purchaser's own account, for investment purposes only, and are not being purchased with a view to, or otherwise of any requisite permits for the resale or distribution thereof; (j) the representations, warranties and as to the conditions (if any) covenants contained in any permits and of any restrictions under planning or development legislation; 15.4 this Agreement are made by the Purchaser buys with the Property subject intent that they may be relied upon by the Company in determining the Purchaser's eligibility to any easements, rights, exceptions and reservations referred to in either this Agreement, purchase the Form 1 Disclosure Statement or the Certificate of Title for the Property and any interests or rights vested in or claimed, whether before or after this Agreement by any Authority or any third party, including any other interest which may affect the Property; 15.5 the Vendor makes no warranties as to the condition of the improvements, fixtures, fittings and other property sold pursuant to this Agreement in respect of the PropertyUnits, and the Purchaser will not make any claim hereby agrees to indemnify the Company against all losses, claims, costs, expenses and damages or demand against liabilities which it may suffer or incur caused or arising from its reliance thereon. The Purchaser further agrees that by accepting the Vendor on account of their conditionShares and Warrants, suitability or fitness; Draft Copy 15.6 the Purchaser having represents and warrants that the foregoing representations and warranties are true as at the Closing with the same force and effect as if they had been made its own enquiries is aware by the Purchaser at the Closing and that they shall survive the Closing Date and shall continue in full force and effect notwithstanding any subsequent disposition of the Property’s surroundings Shares or the Warrants; (k) the offer to sell the Shares and any traffic, noise or other environmental matters associated with the Property and Warrants was directly communicated to the Purchaser will take the Property as is on the Settlement Date; 15.7 and at no time was the Purchaser is deemed presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to buy attend a promotional meeting otherwise than in connection and concurrently with full knowledge as to the dimensions areas boundaries encroachments and all defects and deficiencies (if any) of the Property and any improvements, fixtures, fittings and other property sold pursuant to this Agreementsuch communicated offer; and 15.8 (l) the Company has the right to reject any subscription, in whole or in part, for any reason, in which case the funds tendered by the Purchaser must not lodge any caveat shall be refunded in full, without interest or priority notice over the Property in respect of the Purchaser’s interest in the Property, and if the Purchaser does lodge such caveat or priority notice the Vendor may act as attorney for the Purchaser to withdraw any caveat or priority notice, and the Purchaser indemnifies the Vendor against any liability, loss, charges and expenses arising from the exercise of such power of attorneydeduction.

Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees that: 15.1 (a) the sale and delivery of the Shares and Warrants to the Purchaser is conditional upon such sales being made pursuant to the exemption from registration under the 1933 Act as set forth in Regulation D ("Regulation D") promulgated thereunder; (b) the Company will be required to disclose to the Commission, and thereby though public access to Edgar filing, the identity of the beneficial purchasers ox xxx Shares; (c) neither the Units, the Shares, the Warrants nor the shares underlying the Warrants have been registered under the 1933 Act, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Purchaser hereto), and that such Shares must be held unless a subsequent disposition is registered under the 1933 Act or is exempt from such registration; (d) the Shares and Warrants shall bear the following or a substantially equivalent legend, unless same shall have been included in an effective registration statement under the 1933 Act: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; (e) it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (f) no warranty agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the state merits for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares or the Warrants; (g) the Purchaser has access to and condition has reviewed to the extent necessary, via United States Securities and Exchange Commission (the "Commission") Edgar data base, copies of the PropertyCompany's Form 10-KSB/A fox xxx year ended December 31, 2002 as filed with the Commission, together with all subsequently filed Forms 10-KSB, 10-QSB, 8-K, Proxy Statements, Registration Statexxxx xx Xxxx XX-0 xxx xxx xxxxxxxxxx thereto and other publicly available filings made with the Commission ("Commission Reports") and has received from the Company such other information concerning its operations, financial condition and other matters as requested of the Company, and Purchaser has considered all factors the Purchaser deems material in deciding on the advisability of investing in the Units; (h) the Units are being offered for sale only on a "private placement" basis; (i) the representations, warranties and covenants contained in this Agreement are made by the Purchaser with the intent that they may be relied upon by the Company in determining the Purchaser's eligibility to purchase the Units, and the Purchaser hereby agrees to indemnify the Company against all losses, claims, costs, expenses and damages or liabilities which it may suffer or incur caused or arising from its reliance thereon. The Purchaser further agrees that by accepting the Shares and Warrants, the Purchaser represents and warrants that the foregoing representations and warranties are true as at the Closing with the same force and effect as if they had been made by the Purchaser at the Closing and that they shall survive the Closing Date and shall continue in full force and effect notwithstanding any subsequent disposition of the Shares or the Warrants; (j) the Purchaser understands and agrees that the Company will pay a finder's fee of 8.5% of the amount of the Aggregate Subscription Amount and finder's warrants to purchase up to 20% of the number of units sold in the offering to Meridian Capital in connection with this subscription; (k) the offer to sell the Shares and Warrants was directly communicated to the Purchaser and at no time was the Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or as any other form of general advertising or solicited or invited to its suitability for any use or attend a promotional meeting otherwise than in connection and concurrently with such communicated offer; (l) the Purchaser has been independently advised as to the compliance with any statute applicable hold or regulation or with the requirements of any Authority or body or with the requirements of any planning legislation or any local Authority given or implied by the Vendor has been given and the Purchaser will take the Property as is on the Settlement Date; 15.2 the Purchaser buys the Property on an “as is where is” basis and will not make any requisition or claim for any compensation for any alleged misdescription of the Property or any deficiency in its area or measurements or call upon the Vendor to amend title or to bear all or any part of the costs of doing so; 15.3 the Purchaser has made its own enquiries in relation to the use of the Property and as to the existence or otherwise of any requisite permits and as to the conditions (if any) contained in any permits and of any restrictions under planning or development legislation; 15.4 the Purchaser buys the Property subject to any easements, rights, exceptions and reservations referred to in either this Agreement, the Form 1 Disclosure Statement or the Certificate of Title for the Property and any interests or rights vested in or claimed, whether before or after this Agreement by any Authority or any third party, including any other interest which may affect the Property; 15.5 the Vendor makes no warranties as to the condition of the improvements, fixtures, fittings and other property sold pursuant to this Agreement restricted period imposed in respect of the PropertyShares, Warrants and Shares issued on the Purchaser will not make any claim exercise of Warrants by applicable securities laws and confirms that no representation has been made respecting the applicable hold or demand against restricted periods for the Vendor Shares, Warrants and Shares issued on account the exercise of their condition, suitability or fitness; Draft Copy 15.6 the Purchaser having made its own enquiries Warrants and is aware of the Property’s surroundings risks and other characteristics of the Shares and Warrants and of the fact that the Purchaser may not be able to sell the Shares except in accordance with applicable securities laws and regulatory policies and agrees to comply with all such resale restrictions; (m) the Purchaser has not received, nor has it requested, nor does it have any trafficneed to receive, noise any offering memorandum or any other environmental matters associated with document describing the Property business and affairs of the Company (other than this Subscription Agreement, the Term Sheet and the Purchaser will take the Property as is on the Settlement Date; 15.7 the Purchaser is deemed Commission Reports), nor has any document been prepared for delivery to, or review by, prospective purchasers in order to buy with full knowledge as to the dimensions areas boundaries encroachments and all defects and deficiencies (if any) of the Property and any improvements, fixtures, fittings and other property sold pursuant to this Agreement; and 15.8 the Purchaser must not lodge any caveat or priority notice over the Property assist them in making an investment decision in respect of the Purchaser’s interest in the Property, Shares and if Warrants; (n) the Purchaser does lodge such caveat has relied solely upon the term sheet and the Commission Reports, prepared and issued by the Company and not upon any verbal or priority notice other written representation as to any facts or otherwise made by or on behalf of the Vendor may act as attorney Company or any employee, agent or affiliate thereof; and (o) the Company has the right to reject any subscription, in whole or in part, for any reason, in which case the funds tendered by the Purchaser to withdraw any caveat shall be refunded in full, without interest or priority notice, and the Purchaser indemnifies the Vendor against any liability, loss, charges and expenses arising from the exercise of such power of attorneydeduction.

Purchaser’s Acknowledgements. 9.1 The Purchaser acknowledges and agrees that: 15.1 no warranty as that it has performed in form, scope and substance to its satisfaction the Due Diligence Investigation. The Purchaser furthermore acknowledges that it has (and its advisors have) obtained all (other) information it (and its advisors) deemed proper and necessary, for the purposes of entering into this Agreement on the terms stated herein. Furthermore, such information was obtained through written questions submitted to the state Sellers and condition the Company which written questions were all answered in writing. 9.2 The Purchaser therefore acknowledges that the Warranties are the only representations, warranties or other assurances of any kind given by or on behalf of the PropertySellers on which the Purchaser may rely (and has relied) in entering into this Agreement. 9.3 Sellers acknowledge and agree that (a) Sellers do not know of any information which is or may reasonably be considered to be material to an appraisal of the business assets, or as to its suitability for any use or as liabilities and affairs of the Company and the other Group Companies and which has not been disclosed to the compliance with any statute or regulation or with Purchaser and (b) information which has been disclosed in the requirements of any Authority or body or with Data Room and the requirements of any planning legislation or any local Authority given or implied written answers submitted by the Vendor has been given and Sellers to the Purchaser will take the Property in answer to their written questions as is on the Settlement Date; 15.2 the Purchaser buys the Property on an “as is where is” basis and will not make any requisition or claim for any compensation for any alleged misdescription of the Property or any deficiency in its area or measurements or call upon the Vendor to amend title or to bear all or any part of the costs of doing so; 15.3 the Purchaser has made its own enquiries in relation to the use of the Property and as to the existence or otherwise of any requisite permits and as to the conditions (if any) contained in any permits and of any restrictions under planning or development legislation; 15.4 the Purchaser buys the Property subject to any easements, rights, exceptions and reservations referred to in either this Agreement, Article 9.1 is true and accurate in all material respects and not misleading. 9.4 The Parties acknowledge and agree that the Form Due Diligence Investigation shall not prejudice the Purchaser from bringing any claims under the Seller 1 Disclosure Statement Warranties or the Certificate Seller 2 Warranties. The Parties acknowledge and agree that the Due Diligence Investigation shall not prejudice the Purchaser from bringing any claims under the Warranties (other than the Seller 1 Warranties and the Seller 2 Warranties) unless and to the extent the Purchaser or its advisors were or should have been aware, prior to the Signing Date, that a matter giving rise to a claim constituted a breach of Title for such warranties, through the Property Due Diligence Investigation on the basis of a prima facie review by persons with the requisite expertise and any interests or rights vested in or claimed, whether before or after skills. 9.5 At the time of entering into this Agreement by any Authority or any third party, including any other interest which may affect the Property; 15.5 the Vendor makes no warranties as to the condition of the improvements, fixtures, fittings and other property sold pursuant to this Agreement in respect of the Property, and the Purchaser will not make any claim or demand against the Vendor on account of their condition, suitability or fitness; Draft Copy 15.6 the Purchaser having made its own enquiries is neither Party was aware of the Property’s surroundings and any traffic, noise matter which is or other environmental matters associated could be inconsistent with the Property and the Warranties and/or Purchaser will take the Property as is on the Settlement Date; 15.7 the Purchaser is deemed to buy with full knowledge as to the dimensions areas boundaries encroachments and all defects and deficiencies (if any) Warranties or constitutes a Breach of the Property and any improvements, fixtures, fittings and other property sold pursuant to this Agreement; and 15.8 the Purchaser must not lodge any caveat or priority notice over the Property in respect of the Purchaser’s interest in the Property, and if the Purchaser does lodge such caveat or priority notice the Vendor may act as attorney for the Purchaser to withdraw any caveat or priority notice, and the Purchaser indemnifies the Vendor against any liability, loss, charges and expenses arising from the exercise of such power of attorneythem.

Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees that: 15.1 no warranty as 34.1 the Purchaser shall not be entitled to make application to rezone the Property or change its uses from that currently specified in the town planning scheme without the permission of the Home Owners Association; 34.2 the Purchaser acknowledges that it has had an opportunity to carefully read and consider the provisions of this agreement, and that it has secured independent legal advice in respect of the provisions of same. In addition, the Purchaser acknowledged that the Developer undertook that the Developer or its attorneys would explain the provisions of the agreement which the Purchaser may not have understood fully and to the state extent that the Purchaser made the Developer aware of any provisions of the agreement that it did not understand, such provisions were fully explained to the Purchaser; 34.3 the Purchaser has inspected the Property and condition of satisfied himself in regard to everything appertaining to the Property, or as to its suitability for any use or as including but no way limited to the compliance with any statute or regulation or with the requirements extent and locality of any Authority or body or with the requirements of any planning legislation or any local Authority given or implied by the Vendor has been given and the Purchaser will take the Property as is on well as the Settlement Date; 15.2 the Purchaser buys sub-soil conditions prevailing upon the Property on an “as is where is” basis and will not make any requisition or claim for any compensation for any alleged misdescription of the Property or any deficiency in its area or measurements or call upon the Vendor to amend title or to bear all or any part of the costs of doing so; 15.3 the Purchaser has made its own enquiries in relation to the permitted use of the Property in terms of the zoning thereof under the town planning scheme, and all other matters affecting the development thereof, including satisfying itself as to whether it may obtain the existence necessary consents or otherwise licences for the conduct of any requisite permits business conducted from the Dwelling House, and as to the conditions (if any) contained Developer and its agents being entirely free from all liability in any permits and respect of any restrictions under planning or development legislationsuch matters; 15.4 34.4 the Property may not be sub-divided or consolidated with any adjoining property without the consent of the Home Owners Association, which consent the Home Owners Association may in its sole and absolute discretion grant or refuse. AFFIRMATION OF SURETYSHIP To be completed where the Purchaser buys is a Company or close corporation, or where one party is standing surety for the Property subject Purchaser’s bond application. We the undersigned, and hereby confirm that we have bound ourselves jointly and severally to any easementsand in favour of the Developer as sureties and co-principal debtors in solidum with the Purchaser as set out in clause 20, rights, exceptions 21 and reservations referred to in either 22 of this Agreement, the Form 1 Disclosure Statement or the Certificate of Title for the Property and any interests or rights vested in or claimed, whether before or after this Agreement by any Authority or any third party, including any other interest which may affect due fulfilment of all the Property; 15.5 the Vendor makes no warranties as to the condition obligations of the improvements, fixtures, fittings and other property sold pursuant to Purchaser arising from this Agreement in respect agreement. For signature by the signatory on behalf of the Property, and the Purchaser will not make any claim or demand against the Vendor but in such signatory's personal capacity. SIGNED at on account this day of their condition, suitability or fitness; Draft Copy20 . AS WITNESSES: 15.6 the Purchaser having made its own enquiries is aware of the Property’s surroundings and any traffic, noise or other environmental matters associated with the Property and the Purchaser will take the Property as is on the Settlement Date; 15.7 the Purchaser is deemed to buy with full knowledge as to the dimensions areas boundaries encroachments and all defects and deficiencies (if any) of the Property and any improvements, fixtures, fittings and other property sold pursuant to this Agreement; and 15.8 the Purchaser must not lodge any caveat or priority notice over the Property in respect of the Purchaser’s interest in the Property, and if the Purchaser does lodge such caveat or priority notice the Vendor may act as attorney for the Purchaser to withdraw any caveat or priority notice, and the Purchaser indemnifies the Vendor against any liability, loss, charges and expenses arising from the exercise of such power of attorney.1. 2. ………………………………………… …………………………………