Common use of Purchaser’s Acknowledgements Clause in Contracts

Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees that: (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 agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the 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 has reviewed to the extent necessary, via United States Securities and Exchange Commission (the "Commission") Edgar data base, copies of the Company'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 any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer; (l) the Purchaser has been independently advised as to the applicable hold or restricted period imposed in respect of the Shares, Warrants and Shares issued on the exercise of Warrants by applicable securities laws and confirms that no representation has been made respecting the applicable hold or restricted periods for the Shares, Warrants and Shares issued on the exercise of Warrants and is aware of the 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 need to receive, any offering memorandum or any other document describing the business and affairs of the Company (other than this Subscription Agreement, the Term Sheet and the Commission Reports), nor has any document been prepared for delivery to, or review by, prospective purchasers in order to assist them in making an investment decision in respect of the Shares and Warrants; (n) the Purchaser has relied solely upon the term sheet and the Commission Reports, prepared and issued by the Company and not upon any verbal or other written representation as to any facts or otherwise made by or on behalf of the 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 shall be refunded in full, without interest or deduction.

Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees that: (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 through public access to Edgar Xxxxx filing, the identity of the beneficial purchasers ox xxx 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 agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the 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 has reviewed to the extent necessary, via United States Securities and Exchange Commission (the "Commission") Edgar Xxxxx data base, copies of the Company's Form 10-KSB/A fox xxx KSB for the year ended December 31, 2002 2003 as filed with the Commission, together with all subsequently filed Forms 10-KSB/A, 10-QSB, 8-K, Proxy Statements, Registration Statexxxx xx Xxxx XX-0 xxx xxx xxxxxxxxxx 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 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 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 for the resale or distribution thereof; (j) 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 any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer; (l) the Purchaser has been independently advised as to the applicable hold or restricted period imposed in respect of the Shares, Warrants and Shares issued on the exercise of Warrants by applicable securities laws and confirms that no representation has been made respecting the applicable hold or restricted periods for the Shares, Warrants and Shares issued on the exercise of Warrants and is aware of the 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 need to receive, any offering memorandum or any other document describing the business and affairs of the Company (other than this Subscription Agreement, the Term Sheet and the Commission Reports), nor has any document been prepared for delivery to, or review by, prospective purchasers in order to assist them in making an investment decision in respect of the Shares and Warrants; (n) the Purchaser has relied solely upon the term sheet and the Commission Reports, prepared and issued by the Company and not upon any verbal or other written representation as to any facts or otherwise made by or on behalf of the Company or any employee, agent or affiliate thereof; and (ol) 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 shall be refunded in full, without interest or deduction.

Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees that: (a) 34.1 the sale and delivery 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 Shares and Warrants to Home Owners Association; 34.2 the Purchaser is conditional upon such sales being made pursuant acknowledges that it has had an opportunity to carefully read and consider 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 provisions 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)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 extent that the Purchaser made the Developer aware of any provisions of the agreement that it did not understand, such Shares must be held unless a subsequent disposition is registered under provisions were fully explained to the 1933 Act or is exempt from such registrationPurchaser; (d) 34.3 the Shares Purchaser has inspected the Property and Warrants shall bear the following or a substantially equivalent legend, unless same shall have been included satisfied himself 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 regard to everything appertaining to the Company Property, including but no way limited to the extent and locality of the Property as well as the sub-soil conditions prevailing upon the Property and the permitted use of the Property in terms of the Company's stage of zoning thereof under the town planning scheme, and all other matters affecting the development so thereof, including satisfying itself as to be able to evaluate whether it may obtain the risks and merits necessary consents or licences for the conduct of its investment in the Company and it is able financially to bear the risks thereof; (f) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the 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 has reviewed to the extent necessary, via United States Securities and Exchange Commission (the "Commission") Edgar data base, copies of the Company'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 business conducted 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 UnitsDwelling House, and the Purchaser hereby agrees to indemnify the Company against Developer and its agents being entirely free from 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 any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer; (l) the Purchaser has been independently advised as to the applicable hold or restricted period imposed liability in respect of such matters; 34.4 the Shares, Warrants and Shares issued on the exercise of Warrants by applicable securities laws and confirms that no representation has been made respecting the applicable hold or restricted periods for the Shares, Warrants and Shares issued on the exercise of Warrants and is aware of the risks and other characteristics of the Shares and Warrants and of the fact that the Purchaser Property may not be able to sell sub-divided or consolidated with any adjoining property without the Shares except consent of the Home Owners Association, which consent the Home Owners Association may in accordance with applicable securities laws its sole and regulatory policies and agrees to comply with all such resale restrictions; (m) absolute discretion grant or refuse. AFFIRMATION OF SURETYSHIP To be completed where the Purchaser has not receivedis a Company or close corporation, nor has it requestedor where one party is standing surety for the Purchaser’s bond application. We the undersigned, nor does it and hereby confirm that we have any need bound ourselves jointly and severally to receive, any offering memorandum or any other document describing the business and affairs in favour of the Company (other than Developer as sureties and co-principal debtors in solidum with the Purchaser as set out in clause 20, 21 and 22 of this Subscription Agreement, for the Term Sheet and due fulfilment of all the Commission Reports), nor has any document been prepared for delivery to, or review by, prospective purchasers in order to assist them in making an investment decision in respect obligations of the Shares and Warrants; (n) the Purchaser has relied solely upon the term sheet and the Commission Reports, prepared and issued arising from this agreement. For signature by the Company and not upon any verbal or other written representation as to any facts or otherwise made by or signatory on behalf of the Company or any employee, agent or affiliate thereof; andPurchaser but in such signatory's personal capacity. SIGNED at on this day of 20 . AS WITNESSES: (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 shall be refunded in full, without interest or deduction.1. 2. ………………………………………… …………………………………

Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees that: (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 may be required to disclose to the CommissionSEC, and thereby though through public access to Edgar XXXXX filing, the identity of the beneficial purchasers ox xxx purchaser(s) of the Shares; (c) neither the Units, the Shares, and any subsequent shares acquired through the Warrants nor exercise of the shares underlying the Warrants have 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 Shares, and Warrants any subsequent shares acquired through the exercise of the 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 the Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's ’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 it warranties to Purchaser) and that the Purchaser is able financially to bear the risks thereof; (f) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merits for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, to the Shares or the WarrantsUnits; (g) the Purchaser has access been directed to the Company’s filings on XXXXX and has reviewed to the extent the Purchaser deems necessary, via United States Securities and Exchange Commission (the "Commission") Edgar data base, copies of the Company's Form 10-KSB/A fox xxx K for the year ended December January 31, 2002 2009 as filed with the CommissionSEC, together with all subsequently filed Forms 10-KSB, 10-QSBQ, 8-K, Proxy Statements, Registration Statexxxx xx Xxxx XX-0 xxx xxx xxxxxxxxxx thereto and any other publicly available filings made with the Commission ("Commission Reports") SEC and has received from the Company such other information the Company’s representations and warranties to Purchaser concerning its operations, financial condition and other matters as requested of the Company, and Purchaser has considered all factors the Purchaser deems material 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 for the resale or distribution thereof; (j) the representations, warranties and covenants contained in this Agreement made by Purchaser are made by the Purchaser with the intent that they may be relied upon by the Company in determining the Purchaser's ’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 WarrantsUnits, 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 subscriptionShares; (k) the offer to sell the Shares and Warrants Units 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 any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer;; and (l) the Purchaser has been independently advised as Company will not take any steps to have the applicable hold Warrants listed or restricted period imposed in respect of the Shares, Warrants and Shares issued quoted on the exercise of Warrants by applicable securities laws and confirms that no representation has been made respecting the applicable hold any public market or restricted periods for the Shares, Warrants and Shares issued on the exercise of Warrants and is aware of the 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 need to receive, any offering memorandum or any other document describing the business and affairs of the Company (other than this Subscription Agreement, the Term Sheet and the Commission Reports), nor has any document been prepared for delivery to, or review by, prospective purchasers in order to assist them in making an investment decision in respect of the Shares and Warrants; (n) the Purchaser has relied solely upon the term sheet and the Commission Reports, prepared and issued by the Company and not upon any verbal or other written representation as to any facts or otherwise made by or on behalf of the 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 shall be refunded in full, without interest or deductionstock exchange.

Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees agrees, which acknowledgements and agreements shall survive Closing, that: (a) it has not been provided with a prospectus or with an offering memorandum as defined in the sale and delivery applicable Securities Laws or any similar document in connection with its purchase of the Shares Note 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 thereunderWarrants; (b) the Company will be required to disclose Purchaser further acknowledges and expressly consents to: (i) the disclosure of any information about the Purchaser (“Personal Information”) by the Corporation to the CommissionTSX and NYSE MKT and other applicable regulatory authorities, as required, and (ii) the collection, use and thereby though public access 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 Edgar filing, the identity of the beneficial purchasers ox xxx Sharestime; (c) neither no representation has been made respecting 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 value or trading price of the representations and warranties of Purchaser hereto)Note, and that such Shares must be held unless a subsequent disposition is registered under the 1933 Act Warrants or is exempt from such registrationWarrant Shares; (d) certificates representing the Note, Warrants and Warrant Shares and Warrants shall bear the following or a substantially equivalent legendlegends: THE SECURITIES REPRESENTED HEREBY [AND FOR WARRANTS, unless same shall have been included in an effective registration statement under the 1933 ActADD: "AND THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (the “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF CARDERO RESOURCE CORP. (THE “COMPANY”) THAT SUCH SECURITIES MAY NOT BE SOLDOFFERED, OFFERED FOR SALE, PLEDGED SOLD OR HYPOTHECATED IN THE ABSENCE OF OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH 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 REASONABLY 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 IS 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 REQUIRED;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) it has sufficient knowledge and experience in investing in companies similar to the Company in terms of certificate representing 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 Warrants shall also bear the risks thereoffollowing 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) no agencythe Purchaser understands that the Warrants may not be exercised by, governmental authorityor for the account or benefit of, regulatory body, stock exchange a U.S. Person (as defined in Regulation S under the Securities Act) or other entity has made any finding or determination 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 merits holder and the holder has furnished an opinion of counsel of recognized standing in form and substance reasonable satisfactory to the Corporation to such effect or, at the Corporation’s option, other evidence of exemption satisfactory to the Corporation; provided, however, that the Purchaser will not be required to deliver an opinion of counsel in connection with its exercise of the Warrants for investment of, nor have any its own account at a time when it is an Accredited Investor (as defined in Rule 501 of Regulation D under the Securities Act) and has provided the Corporation with a representation to such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares or the Warrantseffect; (g) the Purchaser has access to understands that the Note and has reviewed the Warrants are being, and the Warrant Shares will be, offered and sold to the extent necessary, via Purchaser in reliance upon specific exemptions from the registration requirements of United States Securities federal and Exchange Commission (state securities laws and from the "Commission") Edgar data baseprospectus and registration requirements of Canadian securities laws and that the Corporation is relying upon the truth and accuracy of, copies and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Company's Form 10-KSB/A fox xxx year ended December 31, 2002 as filed with Purchaser set forth herein in order to determine 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 availability of such exemptions 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 eligibility of the CompanyPurchaser to acquire the securities, and Purchaser has considered all factors 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 deems material in deciding on the advisability of investing in the UnitsPurchaser; (h) no securities commission or similar regulatory authority has reviewed or passed on the Units merits of the Note, the Warrants or the Warrant Shares, there is no government or other insurance covering the Note, the Warrants and the Warrant Shares and there are being offered for sale only on risks associated with the 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 is able to bear the economic risk of an investment in the Note and the Warrants and, at the present time, is able to afford a "private placement" basiscomplete loss of such investment; (i) the representations, warranties and covenants contained in this Agreement are made Purchaser understands that the Warrant Shares have not yet been approved for listing 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 NYSE MKT and that they shall survive the Closing Date and shall continue in full force and effect notwithstanding any subsequent disposition of the Shares Warrants may not be exercised until such approval is obtained or the Warrantsno longer necessary; (j) the Purchaser understands and agrees that is not purchasing the Company will pay Note or the Warrants as a finder's fee result of 8.5% of any advertisement, article, notice or other communication regarding the amount of the Aggregate Subscription Amount and finder's warrants to purchase up to 20% of the number of units sold securities published in the offering to Meridian Capital in connection with this subscriptionany 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 offer Purchaser: (i) has been advised to sell consult the Purchaser’s own legal advisors with respect to trading in the Note, the Warrants and Warrant Shares and Warrants was directly communicated with respect to resale restrictions imposed by applicable Securities Laws in the jurisdiction in which 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 any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offerresides; (lii) is solely responsible for determining and complying with applicable resale restrictions before selling the Purchaser has been independently advised as to the applicable hold or restricted period imposed in respect of the SharesNote, Warrants and Shares issued on the exercise of Warrants by applicable securities laws and confirms that no representation has been made respecting the applicable hold or restricted periods for the Warrant Shares, Warrants and Shares issued on the exercise of Warrants and ; and (iii) is aware of the risks and other characteristics of the Shares and Warrants and of the fact that the Purchaser may not be able to sell resell the Shares Note and the Warrants except in accordance with limited exemptions under 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 need to receive, any offering memorandum or any other document describing the business and affairs of the Company (other than this Subscription Agreement, the Term Sheet and the Commission Reports), nor has any document been prepared for delivery to, or review by, prospective purchasers in order to assist them in making an investment decision in respect of the Shares and Warrants; (n) the Purchaser has relied solely upon the term sheet and the Commission Reports, prepared and issued by the Company and not upon any verbal or other written representation as to any facts or otherwise made by or on behalf of the 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 shall be refunded in full, without interest or deductionSecurities Laws.

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: (a) that the sale Vendor may be unable, at this time, to provide the Purchaser with all such notices and delivery of warnings. On or before Closing, the Shares Purchaser shall forthwith execute upon request an acknowledgment or amendment to this Agreement containing the required notices and Warrants warning clauses. The Purchaser acknowledges and agrees that the Vendor may be unable to sell the Real Property to the Purchaser is conditional 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 sales being made pursuant termination, all monies paid to the exemption from registration under the 1933 Act as set forth in Regulation D ("Regulation D") promulgated thereunder; (b) the Company will Vendor hereunder shall be required to disclose forfeited to the Commission, Vendor 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 agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the 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 has reviewed to the extent necessary, via United States Securities and Exchange Commission (the "Commission") Edgar data base, copies of the Company'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 shall be relied upon by the Company in determining the Purchaser's eligibility to purchase the Unitsat an end, 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 thereonshall not have any further rights hereunder. 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 acknowledges and agrees that the Company will pay a finder's fee Vendor 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 8.5% all common element areas comprising portions of the amount Common Elements Condominium corporation for the marketing of and the Aggregate Subscription Amount completion of construction and finder's warrants to purchase up to 20% development of the number of units sold Units as described 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 any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer; (l) the Purchaser has been independently advised as to the applicable hold or restricted period imposed in respect of the Shares, Warrants and Shares issued on the exercise of Warrants by applicable securities laws and confirms that no representation has been made respecting the applicable hold or restricted periods for the Shares, Warrants and Shares issued on the exercise of Warrants and is aware of the 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 need to receive, any offering memorandum or any other document describing the business and affairs of the Company (other than this Subscription Agreement, the Term Sheet and the Commission Reports), nor has any document been prepared for delivery to, or review by, prospective purchasers in order to assist them in making an investment decision in respect of the Shares and Warrants; (n) the Purchaser has relied solely upon the term sheet and the Commission Reports, prepared and issued by the Company and not upon any verbal or other written representation as to any facts or otherwise made by or on behalf of the 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 shall be refunded in full, without interest or deductionCondominium documents.

Purchaser’s Acknowledgements. 9.1 The Purchaser acknowledges and agrees that: that it has performed in form, scope and substance to its satisfaction the Due Diligence Investigation. The Purchaser furthermore acknowledges that it has (aand its advisors have) obtained all (other) information it (and its advisors) deemed proper and necessary, for the sale and delivery purposes of entering into this Agreement on the Shares and Warrants terms stated herein. Furthermore, such information was obtained through written questions submitted 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) Sellers and the Company will be required to disclose to which written questions were all answered in writing. 9.2 The Purchaser therefore acknowledges that the Commission, and thereby though public access to Edgar filing, Warranties are 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 agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the 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 has reviewed to the extent necessary, via United States Securities and Exchange Commission (the "Commission") Edgar data base, copies of the Company'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 any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer; (l) the Purchaser has been independently advised as to the applicable hold or restricted period imposed in respect of the Shares, Warrants and Shares issued on the exercise of Warrants by applicable securities laws and confirms that no representation has been made respecting the applicable hold or restricted periods for the Shares, Warrants and Shares issued on the exercise of Warrants and is aware of the 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 need to receive, any offering memorandum or any other document describing the business and affairs of the Company (other than this Subscription Agreement, the Term Sheet and the Commission Reports), nor has any document been prepared for delivery to, or review by, prospective purchasers in order to assist them in making an investment decision in respect of the Shares and Warrants; (n) the Purchaser has relied solely upon the term sheet and the Commission Reports, prepared and issued by the Company and not upon any verbal or other written representation as to assurances of any facts or otherwise made kind given by or on behalf of the Company Sellers 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 any employeemay reasonably be considered to be material to an appraisal of the business assets, agent or affiliate thereof; and (o) liabilities and affairs of the Company and the other Group Companies and which has not been disclosed to the right to reject any subscription, Purchaser and (b) information which has been disclosed in whole or in part, for any reason, in which case the funds tendered Data Room and the written answers submitted by the Sellers to the Purchaser in answer to their written questions as referred to in Article 9.1 is true and accurate in all material respects and not misleading. 9.4 The Parties acknowledge and agree that the Due Diligence Investigation shall not prejudice the Purchaser from bringing any claims under the Seller 1 Warranties or the 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 such warranties, through the Due Diligence Investigation on the basis of a prima facie review by persons with the requisite expertise and skills. 9.5 At the time of entering into this Agreement neither Party was aware of any matter which is or could be refunded in full, without interest inconsistent with the Warranties and/or Purchaser Warranties or deductionconstitutes a Breach of any of them.

Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees that: (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) 15.1 no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination warranty as to the merits state and condition of the Property, or as to its suitability for investment of, nor have any such agencies use or governmental authorities made as to the compliance with any recommendation statute or endorsement regulation or with respect to, the Shares requirements of any Authority or body or with the Warrantsrequirements 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; (g) 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 access to and has reviewed made its own enquiries in relation to the extent necessary, via United States Securities and Exchange Commission (the "Commission") Edgar data base, copies use of the Company's 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 10-KSB/A fox xxx year ended December 311 Disclosure Statement or the Certificate of Title for the Property and any interests or rights vested in or claimed, 2002 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 filed with to the Commissioncondition of the improvements, together with all subsequently filed Forms 10-KSBfixtures, 10-QSB, 8-K, Proxy Statements, Registration Statexxxx xx Xxxx XX-0 xxx xxx xxxxxxxxxx thereto fittings 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 property sold pursuant to this Agreement in respect 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 UnitsProperty, and the Purchaser hereby agrees to indemnify will not make any claim or demand against the Company against all lossesVendor on account of their condition, claims, costs, expenses and damages suitability 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, fitness; Draft Copy 15.6 the Purchaser represents having made its own enquiries is aware of the Property’s surroundings and warrants that the foregoing representations and warranties are true as at the Closing any traffic, noise or other environmental matters associated with the same force Property and effect as if they had been made by the Purchaser at will take the Closing and that they shall survive Property as is on the Closing Date and shall continue in full force and effect notwithstanding any subsequent disposition of the Shares or the WarrantsSettlement Date; (j) 15.7 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 is deemed to purchase up to 20% of the number of units sold in the offering to Meridian Capital in connection buy 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 any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer; (l) the Purchaser has been independently advised full knowledge as to the applicable hold 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 restricted period imposed priority notice over the Property in respect of the SharesPurchaser’s interest in the Property, Warrants and Shares issued on 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 Warrants by applicable securities laws and confirms that no representation has been made respecting the applicable hold or restricted periods for the Shares, Warrants and Shares issued on the exercise such power of Warrants and is aware of the 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 need to receive, any offering memorandum or any other document describing the business and affairs of the Company (other than this Subscription Agreement, the Term Sheet and the Commission Reports), nor has any document been prepared for delivery to, or review by, prospective purchasers in order to assist them in making an investment decision in respect of the Shares and Warrants; (n) the Purchaser has relied solely upon the term sheet and the Commission Reports, prepared and issued by the Company and not upon any verbal or other written representation as to any facts or otherwise made by or on behalf of the 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 shall be refunded in full, without interest or deductionattorney.