Common use of PURCHASER’S ACKNOWLEDGMENTS Clause in Contracts

PURCHASER’S ACKNOWLEDGMENTS. The Purchaser acknowledges that: - 7.1 the Seller shall be entitled to subdivide any section in the Scheme owned by it and/or consolidate any two adjacent sections in the Scheme owned by it, as the Seller in its sole and absolute discretion requires. The Purchaser hereby consents to the aforesaid subdivisions and consolidations, insofar as his consent may be required, and hereby irrevocably and in rem suam, nominates, constitutes and appoints any director of the Seller, with power of substitution, to call and attend any meeting of the Body Corporate or of the trustees of the Body Corporate, on the Purchaser’s behalf, and to vote in favour of such resolution that may be required to give effect to any consolidation or subdivision of the sections in the Scheme that the Seller may require, as aforesaid; 7.2 for so long as the Seller owns a section or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate and the appointment of Managing Agents of the Scheme, the Purchaser acknowledging that the Administrator or its nominee may apply to be appointed as Managing Agents of the Scheme; and 7.2.2 the Purchaser shall not be entitled to vote in favour of the amendment of any of the Rules without the Seller’s prior written consent, provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986. 7.3 he will not be entitled to sell or otherwise transfer ownership of the Property unless it is a suspensive condition of such sale or other transfer that – 7.3.1 the Association grants its written consent to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Association by the Purchaser or the Purchaser being in breach of any of the Memorandum of Incorporation of the Association or any Rules made by the Association, from time to time, and failing to remedy such breach); 7.3.2 the transferee, in a manner acceptable to the Association, agrees to become a member and is admitted as a member of the Association; 7.3.3 the Administrator and the Operator grant their consent, which consent shall not be unreasonably withheld, to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Operator by the Purchaser or the Purchaser failing to abide by the conditions of resale as stipulated in clause 25 below. 7.4 the Seller may make such alterations or amendments to the Management and/or Conduct Rules as well as to file such altered and amended Management and/or Conduct Rules in the Deeds Registry at Pietermaritzburg, as the Seller believes is necessary to give effect to the provisions of this Contract, and so as to provide for the harmonious operation of this Scheme, and for that purpose the Purchaser irrevocably and in rem suam, nominates, constitutes and appoints the Seller as the Purchaser’s duly authorised attorney, agent and proxy on the Purchaser’s behalf, and to the Purchaser’s exclusion, to attend all such meetings and do all such things as are necessary to give effect to the provisions of this clause. Provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.5 the Seller’s appointment of the Administrator, on terms and conditions as herein recorded and to fulfil the functions as provided for in this Contract, is irrevocable, final and binding on the Purchaser; 7.6 the Administrator’s appointment of the Operator to fulfil the functions as provided for in the Service Level Agreement, is irrevocable, final and binding on the Purchaser; 7.7 he has purchased the Property in the Scheme and transfers will be effected in phases. Transfer to the Purchaser will take place simultaneously with transfers to other purchasers in the Scheme, as a result of which transfer of the Property to the Purchaser may be delayed. The Purchaser shall pay occupational rental and other charges described in clause 6 above from Date of Possession to Date of Transfer, both days inclusive; 7.8 the maximum number of people who shall be entitled to occupy the property shall be determined by multiplying the number of bedrooms of any Unit by two; 7.9 the Seller and/or the Estate Agents may have used models, brochures and other advertising material in marketing the Scheme to the Purchaser and the public at large. The furniture, finishes and fittings shown in the advertising material is for advertisement purposes only and the finishes shall be in accordance with the Schedule of Finishes; 7.10 he shall be bound by the terms set out Annexure “R” hereto; 7.11 he understands the English language and considers itself fluent therein; 7.12 he has had an opportunity to carefully read and consider the provisions of the Contract and that he has been free to secure independent legal advice in respect of the provisions of same; 7.13 the Seller undertook that the Seller or the Conveyancers, would explain any provisions of the Contract which the Purchaser may not have understood fully and, to the extent that the Purchaser made the Seller aware of any provisions of the Contract he did not understand, such provisions were fully explained to the Purchaser.

PURCHASER’S ACKNOWLEDGMENTS. The 9.1 Purchaser acknowledges and agrees that: -: 7.1 (a) by purchasing the Seller shall be entitled to subdivide any section in Shares, it will assume control over and ownership of the Scheme owned by it and/or consolidate any two adjacent sections in Undertaking and the Scheme owned by itAssets on an “as is, as where is” basis on the Seller in its sole and absolute discretion requires. The Purchaser hereby consents to the aforesaid subdivisions and consolidations, insofar as his consent may be requiredClosing Date, and hereby irrevocably and in rem suam, nominates, constitutes and appoints any director it is purchasing the Shares based entirely on its own inspections of the Seller, with power of substitution, to call and attend any meeting of the Body Corporate or of the trustees of the Body Corporate, on the Purchaser’s behalf, and to vote in favour of such resolution that may be required to give effect to any consolidation or subdivision of the sections in the Scheme that the Seller may require, as aforesaidUndertaking; 7.2 for so long (b) any forecasts or projections included in any due diligence or similar materials are not to be viewed as the Seller owns a section or the right to extend the Scheme facts and that actual results achieved by the erection Subsidiaries or either of at least one section, as anticipated them during the period or periods covered by any such forecasts or projections may vary materially from those contained in Section 25 of Act 95/1986; 7.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate and the appointment of Managing Agents of the Scheme, the Purchaser acknowledging that the Administrator such forecasts or its nominee may apply to be appointed as Managing Agents of the Schemeprojections; and 7.2.2 (c) neither Receiver nor any of its affiliates or representatives nor any other person will have or be subject to any liability to Purchaser or any other person resulting from the distribution to Purchaser shall not be entitled or its representatives or Purchaser’s use of, any information or documents provided to vote in favour Purchaser or its representatives pursuant to Purchaser’s investigation of the amendment Undertaking, including any confidential memoranda distributed on behalf of Receiver relating to the Shares, the Subsidiaries or the Assets or other publications or data room information provided to Purchaser or its representatives in connection with the sale of the Shares and the transactions contemplated hereby. Without limiting the generality of the foregoing, Purchaser acknowledges that Receiver is not responsible for any defects relating to any of the Rules without Assets, whether or not latent, which may exist as of the Seller’s prior written consent, provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986Closing Date. 7.3 he will not be entitled to sell or otherwise transfer ownership 9.2 Purchaser acknowledges that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Limited is entering into this Agreement in its capacity as court appointed interim receiver and receiver and manager of the Property unless it is a suspensive condition assets and undertaking of EGC Holdings and the Subsidiaries and not in its personal capacity, and that Purchaser will have recourse under or in connection with the terms, conditions, covenants, representations and warranties under this Agreement only against the Receiver in its capacity as such sale and with any obligations or liabilities of the Receiver hereunder to be satisfied solely from the assets of EGC Holdings and the Subsidiaries and other transfer that – 7.3.1 the Association grants its written consent to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing assets subject to the Association by the Purchaser or the Purchaser being in breach of any of the Memorandum of Incorporation of the Association or any Rules made by the Association, from time to timeReceivership Order, and failing to remedy such breach); 7.3.2 the transferee, in a manner acceptable to the Association, agrees to become a member and is admitted as a member of the Association; 7.3.3 the Administrator and the Operator grant their consent, which consent shall not be unreasonably withheld, to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Operator by the Purchaser or the Purchaser failing to abide by the conditions of resale as stipulated in clause 25 below. 7.4 the Seller may make such alterations or amendments to the Management and/or Conduct Rules as well as to file such altered and amended Management and/or Conduct Rules in the Deeds Registry at Pietermaritzburg, as the Seller believes is necessary to give effect to the provisions of this Contract, and so as to provide for the harmonious operation of this Scheme, and for that purpose the Purchaser irrevocably and in rem suam, nominates, constitutes and appoints the Seller as the Purchaser’s duly authorised attorney, agent and proxy on the Purchaser’s behalf, and to the Purchaser’s exclusion, to attend all such meetings and do all such things as are necessary to give effect to the provisions of this clause. Provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.5 the Seller’s appointment of the Administrator, on terms and conditions as herein recorded and to fulfil the functions as provided for in this Contract, is irrevocable, final and binding on the Purchaser; 7.6 the Administrator’s appointment of the Operator to fulfil the functions as provided for in the Service Level Agreement, is irrevocable, final and binding on the Purchaser; 7.7 he has purchased the Property in the Scheme and transfers will be effected in phases. Transfer to the Purchaser will take place simultaneously with transfers to other purchasers have no recourse against ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Limited in the Schemeits personal capacity, as a result nor any of which transfer of the Property to the Purchaser may be delayed. The Purchaser shall pay occupational rental and other charges described ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Limited’s officers, directors, agents, or employees, under or in clause 6 above from Date of Possession to Date of Transfer, both days inclusive; 7.8 the maximum number of people who shall be entitled to occupy the property shall be determined by multiplying the number of bedrooms of any Unit by two; 7.9 the Seller and/or the Estate Agents may have used models, brochures and other advertising material in marketing the Scheme to the Purchaser and the public at large. The furniture, finishes and fittings shown in the advertising material is for advertisement purposes only and the finishes shall be in accordance connection with the Schedule of Finishes; 7.10 he shall be bound by the terms set out Annexure “R” hereto; 7.11 he understands the English language terms, conditions, covenants, representations and considers itself fluent therein; 7.12 he has had an opportunity to carefully read and consider the provisions of the Contract and that he has been free to secure independent legal advice in respect of the provisions of same; 7.13 the Seller undertook that the Seller or the Conveyancers, would explain any provisions of the Contract which the Purchaser may not have understood fully and, to the extent that the Purchaser made the Seller aware of any provisions of the Contract he did not understand, such provisions were fully explained to the Purchaserwarranties under this Agreement.

PURCHASER’S ACKNOWLEDGMENTS. The Purchaser Buyer agrees and acknowledges that: ----------------------------- the following: 7.1 (a) Since December 30, 1997, Buyer has appointed the Seller shall be entitled to subdivide any section in majority of the Scheme owned by it and/or consolidate any two adjacent sections in members of the Scheme owned by it, Board of Directors of the General Partners that serve as the Seller in its sole and absolute discretion requires. The Purchaser hereby consents to the aforesaid subdivisions and consolidations, insofar as his consent may be required, and hereby irrevocably and in rem suam, nominates, constitutes and appoints any director general partner of each of the SellerPartnerships and, with power of substitutionaccordingly, to call and attend any meeting Buyer has been in control of the Body Corporate or Partnerships; (b) As a result of its position as the majority owner of each of the trustees Partnerships and the party controlling the Board of Directors of each of the Body CorporatePartnerships, on Buyer has had full access to all material transactions affecting the Purchaser’s behalf, and to vote in favour of such resolution that may be required to give effect to any consolidation or subdivision of the sections in the Scheme that the Seller may require, as aforesaid;Partnerships. 7.2 for so long as the Seller owns a section or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate and the appointment of Managing Agents of the Scheme, the Purchaser acknowledging that the Administrator or its nominee may apply to be appointed as Managing Agents of the Scheme; and 7.2.2 the Purchaser shall not be entitled to vote in favour of the amendment (c) Purchasers hereby assume all risk of any of defaults under the Rules without the Seller’s prior written consent, provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986. 7.3 he will not be entitled to sell or otherwise transfer ownership of the Property unless it is a suspensive condition of such sale or other transfer that – 7.3.1 the Association grants its written consent to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Association by the Purchaser or the Purchaser being in breach of any of the Memorandum of Incorporation of the Association or any Rules made by the Association, from time to time, and failing to remedy such breach); 7.3.2 the transferee, in a manner acceptable to the Association, agrees to become a member and is admitted as a member of the Association; 7.3.3 the Administrator and the Operator grant their consent, which consent shall not be unreasonably withheld, to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Operator by the Purchaser or the Purchaser failing to abide by the conditions of resale as stipulated in clause 25 below. 7.4 the Seller may make such alterations or amendments to the Management and/or Conduct Rules as well as to file such altered and amended Management and/or Conduct Rules in the Deeds Registry at Pietermaritzburg, as the Seller believes is necessary to give effect to the provisions of this Contract, and so as to provide for the harmonious operation of this Scheme, and for that purpose the Purchaser irrevocably and in rem suam, nominates, constitutes and appoints the Seller as the Purchaser’s duly authorised attorney, agent and proxy on the Purchaser’s behalf, and to the Purchaser’s exclusion, to attend all such meetings and do all such things as are necessary to give effect to the provisions of this clause. Provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.5 the Seller’s appointment of the Administrator, on terms and conditions as herein recorded and to fulfil the functions as provided for in this Contract, is irrevocable, final and binding on the Purchaser; 7.6 the Administrator’s appointment of the Operator to fulfil the functions as provided for in the Service Level Agreement, is irrevocable, final and binding on the Purchaser; 7.7 he has purchased the Property in the Scheme and transfers will be effected in phases. Transfer to the Purchaser will take place simultaneously with transfers to other purchasers in the Scheme, Leases as a result of which transfer this transaction and any claims by any of the Property lessors resulting from same and hereby agree to indemnify and hold harmless the Purchaser Seller Group from any such lessor claims including, without limitation, the costs and expenses of any negotiations prior to litigation, any litigation or appeals therefrom. (d) Purchasers understand that the sale of the Partnership Interests by Sellers is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Act"), by virtue of the private placement exemption under the Act. In connection therewith, Purchasers represent and warrant to Sellers that: (i) Purchasers are aware that there is substantial risk in purchasing the Partnership Interests, including risk of Purchasers' loss of their entire investment therein, and Purchasers have sufficient liquidity and assets to absorb such loss; (ii) Purchasers are acquiring the Partnership Interests for their own account, for investment, and not with a view to resale or distribution, in whole or in part, in violation of the Act; (iii) Purchasers have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Partnership Interests; (iv) In deciding to acquire the Partnership Interests, Purchasers have relied solely upon their knowledge of the Partnerships and their existing businesses and their investigation of same and Purchasers have not acted upon the basis of any other representations and warranties; and (v) Purchasers understand that the Partnership Interests cannot be sold, transferred or assigned, unless they first are registered under the Act or an exemption from registration is available (and then may be delayed. The Purchaser shall pay occupational rental and other charges described sold only in clause 6 above from Date of Possession to Date of Transfer, both days inclusive; 7.8 the maximum number of people who shall be entitled to occupy the property shall be determined by multiplying the number of bedrooms of any Unit by two; 7.9 the Seller and/or the Estate Agents may have used models, brochures and other advertising material in marketing the Scheme to the Purchaser and the public at large. The furniture, finishes and fittings shown in the advertising material is for advertisement purposes only and the finishes shall be in accordance compliance with the Schedule of Finishes; 7.10 he shall be bound by the terms set out Annexure “R” hereto; 7.11 he understands the English language and considers itself fluent therein; 7.12 he has had an opportunity to carefully read and consider the provisions of the Contract and that he has been free to secure independent legal advice in respect of the provisions of same; 7.13 the Seller undertook that the Seller or the Conveyancers, would explain any provisions of the Contract which the Purchaser may not have understood fully and, to the extent that the Purchaser made the Seller aware of any provisions of the Contract he did not understand, such provisions were fully explained to the Purchaserall applicable state securities laws).

PURCHASER’S ACKNOWLEDGMENTS. The Purchaser acknowledges that: -: 7.1 the Seller shall be entitled to subdivide any section in the Scheme owned by it and/or consolidate any two adjacent sections in the Scheme owned by it, as the Seller in its sole and absolute discretion requires. The Purchaser hereby consents to the aforesaid subdivisions and consolidations, insofar as his consent may be required, and hereby irrevocably and in rem suam, nominates, constitutes and appoints any director of the Seller, with power of substitution, to call and attend any meeting of the Body Corporate or of the trustees of the Body Corporate, on the Purchaser’s behalf, and to vote in favour of such resolution that may be required to give effect to any consolidation or subdivision of the sections in the Scheme that the Seller may require, as aforesaid; 7.2 for so long as the Seller owns a section or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate and the appointment of Managing Agents of the Scheme, the Purchaser acknowledging that the Administrator or its nominee may apply to be appointed as Managing Agents of the Scheme; and 7.2.2 the Purchaser shall not be entitled to vote in favour of the amendment of any of the Rules without the Seller’s prior written consent, provided (a) This Contract contains all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986. 7.3 he will not be entitled to sell or otherwise transfer ownership of the Property unless it is a suspensive condition of such sale or other transfer that – 7.3.1 the Association grants its written consent to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Association by the Purchaser or the Purchaser being in breach of any of the Memorandum of Incorporation of the Association or any Rules made by the Association, from time to time, and failing to remedy such breach); 7.3.2 the transferee, in a manner acceptable to the Association, agrees to become a member and is admitted as a member of the Association; 7.3.3 the Administrator and the Operator grant their consent, which consent shall not be unreasonably withheld, to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Operator by the Purchaser or the Purchaser failing to abide by the conditions of resale as stipulated in clause 25 below. 7.4 the Seller may make such alterations or amendments to the Management and/or Conduct Rules as well as to file such altered and amended Management and/or Conduct Rules in the Deeds Registry at Pietermaritzburg, as the Seller believes is necessary to give effect to the provisions of this Contract, and so as to provide for the harmonious operation of this Scheme, and for that purpose the Purchaser irrevocably and in rem suam, nominates, constitutes and appoints the Seller as the Purchaser’s duly authorised attorney, agent and proxy on the Purchaser’s behalf, and to the Purchaser’s exclusion, to attend all such meetings and do all such things as are necessary to give effect to the provisions of this clause. Provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.5 the Seller’s appointment of the Administrator, on terms and conditions as herein recorded and of the sale of the property by the Vendor to fulfil the functions as provided for in this Contract, is irrevocable, final and binding on the Purchaser; 7.6 (b) There are no promises, representations or warranties made by the Administrator’s appointment Vendor or any person on the Vendor's behalf, including without limitation the Vendor's agent, which induced the Purchaser to enter into the Contract; (c) The Vendor's agent, the Vendor's solicitors or any consultant, agent or employee or anyone else acting or purporting to act on behalf of the Operator Vendor does not have any authority in relation to fulfil the functions as provided for in sale of the Service Level Agreementproperty to make any promise, is irrevocable, final and representation or warranty binding on the PurchaserVendor which is not included in this Contract; 7.7 he has purchased the Property in the Scheme and transfers will be effected in phases. Transfer (d) Any such promises, representations or warranties to the extent that they have been made, are hereby expressly negatived and withdrawn; (e) The Purchaser will take place simultaneously has been given every opportunity to inspect the property and has done so. The Purchaser has agreed to purchase on the basis of all defects and impediments that are or might exist in respect of it; (f) The Vendor does not guarantee that there are no encroachments affecting the land. The Purchaser is not entitled to terminate this Contract or delay settlement or made any claim for compensation or damages because of the existence of any encroachments affecting the land; (g) The property is purchased subject to the existence or otherwise of approvals, consents, permits, certificates and licences from authorities relating to the property (including any conditions attaching to them) including any failure to comply with transfers or obtain any such approvals, consents, permits, certificates and licences (or any conditions attaching to other purchasers in them); (h) The property is purchased by the SchemePurchaser subject to the existence of any contamination, contaminant, waste, environmental harm (Material, serious or otherwise), environmental nuisance and asbestos; and (i) The property has been purchased at the price agreed on the basis of existing amenities and as a result of which transfer of the Property to the Purchaser may be delayed. The Purchaser shall pay occupational rental and other charges described in clause 6 above from Date of Possession to Date of Transfer, both days inclusive; 7.8 the maximum number of people who shall be entitled to occupy the property shall be determined by multiplying the number of bedrooms of any Unit by two; 7.9 the Seller and/or the Estate Agents may have used models, brochures and other advertising material in marketing the Scheme to the Purchaser and the public at large. The furniture, finishes and fittings shown in the advertising material is for advertisement purposes only and the finishes shall be in accordance with the Schedule of Finishes; 7.10 he shall be bound by the terms set out Annexure “R” hereto; 7.11 he understands the English language and considers itself fluent therein; 7.12 he has had an opportunity to carefully read and consider the provisions of the Contract and that he has been free to secure independent legal advice in respect of the provisions of same; 7.13 the Seller undertook that the Seller or the Conveyancers, would explain any provisions of the Contract which the Purchaser may not have understood fully and, to the extent that the Purchaser made the Seller aware of any provisions of the Contract he did not understand, such provisions were fully explained to the Purchaser's own inspections and enquiries.

PURCHASER’S ACKNOWLEDGMENTS. 5.1 The Purchaser acknowledges and agrees (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Purchaser is contracting hereunder) with the Company (which acknowledgements and agreements shall survive the Closing) that: -: 7.1 (a) The representations, warranties, covenants and acknowledgements of the Seller shall Purchaser contained in this Subscription Agreement, and in any appendices or other documents or materials executed and delivered by the Purchaser hereunder, are made by the Purchaser with the intent that they may be entitled relied upon by the Company and its professional advisors in determining the Purchaser’s eligibility to subdivide any section in purchase the Scheme owned by it and/or consolidate any two adjacent sections in the Scheme owned by it, as the Seller in its sole and absolute discretion requiresPurchased Shares. The Purchaser hereby further agrees that by accepting the Purchased Shares the Purchaser shall be representing and warranting 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 purchase by the Purchaser of the Purchased Shares and shall continue in full force and effect for a period of two (2) years following Closing notwithstanding any subsequent disposition by the Purchaser of the Purchased Shares. The Purchaser undertakes to promptly notify the Company of any change in any statement or other information relating to the Purchaser set forth herein that takes place prior to the Closing Date. (b) The Purchaser acknowledges being notified that if the Purchaser is resident or otherwise subject to the applicable securities legislation of a jurisdiction in Canada: (i) the Company will deliver to the applicable securities regulatory authority or regulator certain personal information pertaining to the Purchaser, including such Purchaser’s full name, residential address and telephone number, email address, the number of Purchased Shares purchased by such Purchaser, the total purchase price paid for such Purchased Shares the prospectus exemption relied on and the date of distribution of the Purchased Shares, (ii) such information is being collected indirectly by the applicable securities regulatory authority or regulator under the authority granted to it in securities legislation, (iii) such information is being collected for the purposes of the administration and enforcement of the securities legislation of the local Canadian jurisdiction, and (iv) the Purchaser may contact the public officials listed on Schedule B with respect to questions about the security regulatory authority’s or regulator’s indirect collection of such information. (c) The Purchaser acknowledges and consents to the aforesaid subdivisions collection, use and consolidationsdisclosure of personal information, insofar including information provided by the Purchaser on the cover page, by the Exchanges and their affiliates, authorized agents, subsidiaries and divisions, including the Exchanges for the following purposes: (i) to verify personal information that has been provided about each individual, (ii) to provide disclosure to market participants as his consent may be requiredto the security holdings of directors, officers, other insiders and promoters of the issuer or its associates or affiliates, (iii) to conduct enforcement proceedings, and hereby irrevocably (iv) to perform other investigations as required by and in rem suamto ensure compliance with all applicable rules, nominatespolicies, constitutes rulings and appoints any director regulations of the SellerExchanges, with power of substitution, to call Securities Laws and attend any meeting other legal and regulatory requirements governing the conduct and protection of the Body Corporate or of the trustees of the Body Corporate, on the Purchaser’s behalf, and to vote public markets in favour of such resolution that may be required to give effect to any consolidation or subdivision of the sections in the Scheme that the Seller may require, as aforesaid; 7.2 for so long as the Seller owns a section or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate Canada and the appointment United States. As part of Managing Agents of the Schemethis process, the Purchaser acknowledging further acknowledges that the Administrator Exchanges also collect additional personal information from other sources, including but not limited to, securities regulatory authorities in Canada, the United States or its nominee elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished. The personal information collected by the Exchanges may apply also be disclosed (i) to the aforementioned agencies and organizations or as otherwise permitted or required by law and may be appointed as Managing Agents used for the purposes described above for their own investigations, and (ii) on the Exchanges’ websites or through printed materials published by or pursuant to the directions of the Scheme; and 7.2.2 the Purchaser shall not be entitled to vote in favour of the amendment of any of the Rules without the Seller’s prior written consent, provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986. 7.3 he will not be entitled to sell or otherwise transfer ownership of the Property unless it is a suspensive condition of such sale or other transfer that – 7.3.1 the Association grants its written consent to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Association by the Purchaser or the Purchaser being in breach of any of the Memorandum of Incorporation of the Association or any Rules made by the Association, Exchanges. The Exchanges may from time to timetime use third parties to process information and/or provide other administrative services and may share information with such third party services providers. (d) The Purchaser is aware that the Private Placement is not subject to a minimum aggregate subscription amount, and failing to remedy such breach); 7.3.2 the transferee, in a manner acceptable to Company may close the Association, agrees to become a member and is admitted as a member Private Placement for less than the maximum aggregate amount indicated or may increase the size of the Association; 7.3.3 the Administrator and the Operator grant their consent, which consent shall not be unreasonably withheld, to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Operator by the Purchaser or the Purchaser failing to abide by the conditions of resale as stipulated in clause 25 belowPrivate Placement. 7.4 the Seller may make such alterations or amendments to the Management and/or Conduct Rules as well as to file such altered and amended Management and/or Conduct Rules in the Deeds Registry at Pietermaritzburg, as the Seller believes is necessary to give effect to the provisions of this Contract, and so as to provide for the harmonious operation of this Scheme, and for that purpose the Purchaser irrevocably and in rem suam, nominates, constitutes and appoints the Seller as the Purchaser’s duly authorised attorney, agent and proxy on the Purchaser’s behalf, and to the Purchaser’s exclusion, to attend all such meetings and do all such things as are necessary to give effect to the provisions of this clause. Provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.5 the Seller’s appointment of the Administrator, on terms and conditions as herein recorded and to fulfil the functions as provided for in this Contract, is irrevocable, final and binding on the Purchaser; 7.6 the Administrator’s appointment of the Operator to fulfil the functions as provided for in the Service Level Agreement, is irrevocable, final and binding on the Purchaser; 7.7 he has purchased the Property in the Scheme and transfers will be effected in phases. Transfer to the Purchaser will take place simultaneously with transfers to other purchasers in the Scheme, as a result of which transfer of the Property to the Purchaser may be delayed. The Purchaser shall pay occupational rental and other charges described in clause 6 above from Date of Possession to Date of Transfer, both days inclusive; 7.8 the maximum number of people who shall be entitled to occupy the property shall be determined by multiplying the number of bedrooms of any Unit by two; 7.9 the Seller and/or the Estate Agents may have used models, brochures and other advertising material in marketing the Scheme to the Purchaser and the public at large. The furniture, finishes and fittings shown in the advertising material is for advertisement purposes only and the finishes shall be in accordance with the Schedule of Finishes; 7.10 he shall be bound by the terms set out Annexure “R” hereto; 7.11 he understands the English language and considers itself fluent therein; 7.12 he has had an opportunity to carefully read and consider the provisions of the Contract and that he has been free to secure independent legal advice in respect of the provisions of same; 7.13 the Seller undertook that the Seller or the Conveyancers, would explain any provisions of the Contract which the Purchaser may not have understood fully and, to the extent that the Purchaser made the Seller aware of any provisions of the Contract he did not understand, such provisions were fully explained to the Purchaser.

PURCHASER’S ACKNOWLEDGMENTS. 5.1 The Purchaser acknowledges and agrees with the Company (which acknowledgements and agreements shall survive the Closing) that: -: 7.1 (a) The Company has not established any minimum or maximum number of Units which may be issued and accordingly, the Seller Purchaser may be the only purchaser for Units or may be one or more of several such purchasers. (b) No securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities, and there is no government or other insurance covering the Securities. (c) The Company intends to pay Octagon a fee in respect of the sale of Shares and Warrants to the Purchaser. (d) The Warrants are not transferable without the prior written consent of the Company. (e) The Units are being offered for sale only on a "private placement" basis. (f) In purchasing the Units, the Purchaser has relied solely upon publicly available information relating to the Company and not upon any oral or written representation as to any fact or otherwise made by or on behalf of the Company or any other person associated therewith, the decision to purchase the Units was made on the basis of the Company’s publicly available documents, as filed on SEDAR available at ▇▇▇.▇▇▇▇▇.▇▇▇ (the “Public Record”) and the decision to acquire the Warrant Shares (issuable upon the exercise of the Warrants) will also be made on the basis of the Public Record. (g) The representations, warranties, covenants and acknowledgements of the Purchaser contained in this Subscription Agreement, and in any appendices or other documents or materials executed and delivered by the Purchaser hereunder, if any, are made by the Purchaser with the intent that they may be relied upon by the Company, and its respective professional advisors in determining the Purchaser's eligibility to purchase the Units. The Purchaser further agrees that by accepting the Shares and Warrants the Purchaser shall be entitled to subdivide representing and warranting that the representations, warranties, covenants and acknowledgements made by the Purchaser in this Subscription Agreement 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 purchase by the Purchaser of the Units and any section Warrant Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Scheme owned by it and/or consolidate any two adjacent sections in Purchaser of the Scheme owned by itShares, as the Seller in its sole and absolute discretion requiresWarrants or the Warrant Shares. The Purchaser hereby consents agrees to indemnify and save harmless the Company, and its respective directors, officers, employees, advisors, affiliates, shareholders and agents, and its respective counsel, against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur and which are caused by or arise from any inaccuracy in, or any breach or misrepresentation by the Purchaser of, any such representations, warranties, covenants or acknowledgements. The Purchaser undertakes to immediately notify the Company of any change in any statement or other information relating to the aforesaid subdivisions Purchaser set forth herein that takes place prior to the Closing. (h) The sale and consolidations, insofar as his consent may be required, and hereby irrevocably and in rem suam, nominates, constitutes and appoints any director delivery of the Seller, with power of substitution, Units to call the Purchaser is conditional upon such sale being exempt from the requirement to file a prospectus or registration statement or to prepare and attend deliver an offering memorandum or similar document under any meeting applicable statute relating to the sale of the Body Corporate Units or of upon the trustees of the Body Corporate, on the Purchaser’s behalf, and to vote in favour issuance of such resolution that orders, consents or approvals as may be required to give effect to any consolidation permit such sale without the requirement of filing a prospectus or subdivision of registration statement or preparing and delivering an offering memorandum or similar document. (i) If the sections Purchaser is resident in the Scheme that the Seller may require, as aforesaid; 7.2 for so long as the Seller owns United States or a section or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate and the appointment of Managing Agents of the SchemeU.S. Person, the Purchaser acknowledging also represents, warrants and covenants to the Company that: (i) the Purchaser is an “accredited investor”, as that term is defined in Rule 501(a) of Regulation D under the Administrator or its nominee may apply to be appointed as Managing Agents 1933 Act for the reason that one of the Schemecategories set forth in Schedule A attached hereto correctly and in all respects describes the Purchaser or fits within another of the categories of exempt purchaser specified in Schedule A, and the Purchaser has so indicated by checking the box opposite such category in Schedule A; (ii) it is acquiring the Units for its own account and not with a view to any resale, distribution or other disposition of the Securities in violation of U.S. federal or applicable state securities laws; and 7.2.2 (iii) the Purchaser shall not be entitled understands that if it decides to vote in favour of the amendment of offer, sell, or otherwise transfer any of the Rules without the Seller’s prior written consentSecurities , provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986. 7.3 he will not such Securities may be entitled to sell or otherwise transfer ownership of the Property unless it is a suspensive condition of such sale or other transfer that – 7.3.1 the Association grants its written consent to such sale or other transfer transferred only: (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing A) to the Association Company (B) outside the United States in accordance with Regulation S, or (C) within the United States in accordance with the exemption from registration under the 1933 Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities Laws; (j) The Purchaser acknowledges and consents to the Purchaser fact that the Company is collecting the Purchaser's personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or the Purchaser being supplemental provincial or federal legislation or laws in breach of any of the Memorandum of Incorporation of the Association or any Rules made by the Association, effect from time to time), for the purpose of completing this Subscription Agreement. The Purchaser acknowledges and failing to remedy such breach); 7.3.2 the transferee, in a manner acceptable consents to the AssociationCompany retaining such personal information for as long as permitted or required by law or business practices. The Purchaser further acknowledges and consents to the fact that the Company may be required by the Securities Laws, agrees to become a member or the rules and is admitted as a member of the Association; 7.3.3 the Administrator and the Operator grant their consent, which consent shall not be unreasonably withheld, to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event policies of any monies being due and owing stock exchange to the Operator provide regulatory authorities or stock exchanges with any personal information provided by the Purchaser or in this Subscription Agreement. The Purchaser represents and warrants that it has the authority to provide the consents and acknowledgements set out in this section. In addition to the foregoing, the Purchaser failing to abide by acknowledges and agrees that the conditions of resale as stipulated in clause 25 below. 7.4 Company may use and disclose the Seller may make such alterations or amendments to the Management and/or Conduct Rules as well as to file such altered Purchaser's personal information, and amended Management and/or Conduct Rules in the Deeds Registry at Pietermaritzburgconsents thereto, as follows: (i) for internal use with respect to managing the Seller believes is necessary to give effect to the provisions of this Contract, relationships between and so as to provide for the harmonious operation of this Scheme, and for that purpose the Purchaser irrevocably and in rem suam, nominates, constitutes and appoints the Seller as the Purchaser’s duly authorised attorney, agent and proxy on the Purchaser’s behalf, and to the Purchaser’s exclusion, to attend all such meetings and do all such things as are necessary to give effect to the provisions of this clause. Provided all the Seller’s rights and contractual obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.5 the Seller’s appointment of the Administrator, on terms Company and conditions as herein recorded and to fulfil the functions as provided for in this Contract, is irrevocable, final and binding on the Purchaser; 7.6 (ii) for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to the Administrator’s appointment Canada Revenue Agency; (iii) disclosure to stock exchanges and securities regulatory authorities and other regulatory bodies having jurisdiction with respect to approval or acceptance for filing of the Operator Offering, reports of trades and similar stock exchange or regulatory filings including, without limiting the generality of the foregoing, disclosure to fulfil the functions Exchange pursuant to the Notice of Private Placement Form (Exchange Form 11) to be filed by the Company in respect of the Offering; (iv) disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; (v) disclosure to professional advisers of the Company in connection with the performance of their professional services; (vi) disclosure to any person where such disclosure is necessary for legitimate business reasons; (vii) disclosure to a court determining the rights of the parties under this Subscription Agreement; or (viii) for use and disclosure as provided for in otherwise required or permitted by law. Furthermore, the Service Level Agreement, Purchaser is irrevocable, final and binding on hereby notified that: (i) the Company may deliver to the Ontario Securities Commission certain personal information pertaining to the Purchaser; 7.7 he has purchased the Property in the Scheme , including such Purchaser's full name, residential address and transfers will be effected in phases. Transfer to the Purchaser will take place simultaneously with transfers to other purchasers in the Schemetelephone number, as a result of which transfer of the Property to the Purchaser may be delayed. The Purchaser shall pay occupational rental and other charges described in clause 6 above from Date of Possession to Date of Transfer, both days inclusive; 7.8 the maximum number of people who shall be entitled to occupy the property shall be determined by multiplying the number of bedrooms of any Unit Units purchased by two; 7.9 the Seller and/or the Estate Agents may have used models, brochures and other advertising material in marketing the Scheme to the Purchaser and the public at large. The furnituretotal purchase price paid for such Units, finishes and fittings shown in the advertising material is for advertisement purposes only prospectus exemption relied on by the Company and the finishes shall be in accordance with date of distribution of the Schedule of Finishes;Units, 7.10 he shall be bound (ii) such information is being collected indirectly by the terms set out Annexure “R” hereto;Ontario Securities Commission under the authority granted to it in securities legislation, 7.11 he understands (iii) such information is being collected for the English language and considers itself fluent therein; 7.12 he has had an opportunity to carefully read and consider the provisions purposes of the Contract administration and that he has been free to secure independent legal advice in respect enforcement of the provisions securities legislation of same;Ontario, and 7.13 the Seller undertook that the Seller or the Conveyancers, would explain any provisions of the Contract which (iv) the Purchaser may contact the following public official in Ontario with respect to questions about the Ontario Securities Commission's indirect collection of such information at the following address and telephone number: Administrative Support Clerk Ontario Securities Commission ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (k) The Purchaser has been advised to consult the Purchaser's own independent tax, financial, investment, legal and other professional advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and the Purchaser is solely responsible, and the Company is not have understood fully andin any way responsible, for compliance with applicable resale restrictions, and the Purchaser further acknowledges that the Company's legal counsel are acting solely as counsel to the Company and not as counsel to the Purchaser, and the Purchaser has not relied on the Company or its legal counsel in any manner in connection with the Purchaser’s purchase of the Securities. (l) The Purchaser is aware of the characteristics of the Securities and the risks relating to an investment therein and agrees that the Purchaser must bear the economic risk of loss of his, her or its entire investment in the Securities. (m) The Purchaser has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of the Purchaser's proposed investment in the Securities. (n) In order to exercise a Warrant: (i) each person exercising a Warrant will be required to give written certification that such person is not a U.S. Person and that the Warrant is not being exercised on behalf of a U.S. Person; or (ii) the Company must obtain a written opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, to the extent effect that the Warrant and the Warrant Shares have been registered under the 1933 Act or are exempt from registration thereunder. (o) The Purchaser made is aware that (i) the Seller aware Company may complete additional financings in the future in order to develop the Company's business and to fund its ongoing development, (ii) there is no assurance that such financings will be available and, if available, on reasonable terms, (iii) any such future financings may have a dilutive effect on the Company's securityholders, including the Purchaser, and (iv) if such future financings are not available, the Company may be unable to fund its on-going development and the lack of any provisions capital resources may result in the failure of the Contract he did not understandCompany's business. (p) The Purchaser is aware that under the rules of the U.S. Securities and Exchange Commission, such provisions were fully explained beneficial owners of 5% or more of the voting securities of the Company are required to file reports under Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, with respect to the Purchasersecurities beneficially held by them.

PURCHASER’S ACKNOWLEDGMENTS. 7.1 The Purchaser will be bound in relation to the occupancy of the property, and in relation to the use of recreational facilities and the common property, by the Management and Conduct Rules applicable to the Sectional Title Scheme. The Purchaser acknowledges that: - 7.1 that he has perused the Seller shall be entitled to subdivide any section in said Rules and has fully acquainted himself with the Scheme owned contents thereof. Any breach by it and/or consolidate any two adjacent sections in the Scheme owned by it, as the Seller in its sole and absolute discretion requires. The Purchaser hereby consents to the aforesaid subdivisions and consolidations, insofar as his consent may be required, and hereby irrevocably and in rem suam, nominates, constitutes and appoints any director of the SellerRules prior to registration of transfer, with power shall constitute a breach of substitution, to call and attend any meeting of the Body Corporate or of the trustees of the Body Corporate, on the Purchaser’s behalf, and to vote this entire agreement in favour of such resolution that may be required to give effect to any consolidation or subdivision of the sections in the Scheme that which event the Seller may require, as aforesaid;avail himself of the provisions of Clause 11 hereof. 7.2 for so long as the Seller owns a section or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate and the appointment of Managing Agents of the Scheme, the Purchaser acknowledging that the Administrator or its nominee may apply to be appointed as Managing Agents of the Scheme; and 7.2.2 Pending transfer the Purchaser shall not be entitled to vote in favour let or otherwise part with occupation of the amendment Section, except upon the express prior written permission of the Seller and on condition that any such letting and/or parting with occupation shall in no way release the Purchaser from any of the Rules without Purchaser’s obligations to the Seller’s prior written consent, provided all the Seller’s rights and obligations Seller hereunder or in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986. 7.3 he will not be entitled to sell or otherwise transfer ownership of the Property unless it is a suspensive condition of such sale or other transfer Rules that – 7.3.1 the Association grants its written consent to such sale or other transfer (which consent it shall may be entitled to withhold, inter alia, in the event of any monies being due and owing to the Association by the Purchaser or the Purchaser being in breach of any of the Memorandum of Incorporation of the Association or any Rules made by the Association, enforceable from time to time, . 7.3 The Purchaser acknowledges that he and failing to remedy such breach); 7.3.2 the transferee, in a manner acceptable to the Association, agrees to become a member every person claiming occupation and is admitted as a member of the Association; 7.3.3 the Administrator use through him may suffer inconvenience from building operations and from noise and dust resulting therefrom and the Operator grant their consentPurchaser shall have no claim whatsoever against the Seller or the Body Corporate, which consent shall not be unreasonably withheld, to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event by reason of any monies being due and owing to the Operator by the Purchaser or the Purchaser failing to abide by the conditions of resale as stipulated in clause 25 belowsuch inconvenience. 7.4 In no way detracting from the Seller generality of any other provision of this Contract it is recorded that the design and layout of the Estate may make such alterations or amendments vary as the Estate is developed and the Developer shall in no way be bound to its current plans for the design and layout of the Estate. 7.5 The Developer shall endeavour to procure the installation of the necessary infrastructure required in order to provide permanent connectivity to the Management and/or Conduct Rules Property for internet browsing and email access as well as to file such altered and amended Management and/or Conduct Rules a DSTV signal which installation may not be completed until erection of all buildings in the Deeds Registry at Pietermaritzburg, as estate. It is further recorded that the Seller believes is necessary to give effect to Association shall then enter into an agreement with the provisions of this Contract, and so as to provide for the harmonious operation of this Scheme, and for that purpose the Purchaser irrevocably and in rem suam, nominates, constitutes and appoints the Seller as the Purchaser’s duly authorised attorney, agent and proxy on the Purchaser’s behalf, and to the Purchaser’s exclusion, to attend all such meetings and do all such things as are necessary to give effect to the provisions of this clause. Provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.5 the Seller’s appointment of the Administrator, on terms and conditions as herein recorded and to fulfil the functions as provided for in this Contract, is irrevocable, final and binding on the Purchaser; 7.6 the Administrator’s appointment of the Operator to fulfil the functions as provided for in the Service Level Agreement, is irrevocable, final and binding on the Purchaser; 7.7 he has purchased the Property in the Scheme and transfers will be effected in phases. Transfer to the Purchaser will take place simultaneously with transfers to other purchasers in the Scheme, as a result of which transfer of the Property to the Purchaser may be delayed. The Purchaser shall pay occupational rental and other charges described in clause 6 above from Date of Possession to Date of Transfer, both days inclusive; 7.8 the maximum number of people party who shall be entitled to occupy install and operate the property shall be determined by multiplying the number of bedrooms of any Unit by two; 7.9 the Seller and/or the Estate Agents may have used models, brochures and other advertising material in marketing the Scheme to the Purchaser and the public at large. The furniture, finishes and fittings shown in the advertising material is for advertisement purposes only and the finishes shall be in accordance with the Schedule of Finishes; 7.10 he shall be bound by the terms set out Annexure “R” hereto; 7.11 he understands the English language and considers itself fluent therein; 7.12 he has had an opportunity to carefully read and consider the provisions of the Contract and that he has been free to secure independent legal advice aforesaid infrastructure in respect of the provisions rental of same; 7.13 the Seller undertook that the Seller or the Conveyancers, would explain any provisions such infrastructure. Such infrastructure rental shall be compulsory for all members of the Contract which Association and shall be collected by the Purchaser may not have understood fully and, Association as part of its monthly levy payable to the extent that the Purchaser made the Seller aware of any provisions of the Contract he did not understand, such provisions were fully explained to the Purchaserit.

PURCHASER’S ACKNOWLEDGMENTS. 5.1 The Purchaser acknowledges and agrees with the Company, the Agents and the U.S. Affiliate (which acknowledgements and agreements shall survive the Closing) that: -: 7.1 (a) The Warrants are subject to resale restrictions under Applicable Securities Laws and the Seller shall be entitled to subdivide Purchaser covenants that it will not resell the Warrants or the Warrant Shares except in compliance with such laws and the Purchaser acknowledges that it is solely responsible (and none of the Company, the Agents, the U.S. Affiliate or their respective legal counsel are in any section in the Scheme owned by it and/or consolidate any two adjacent sections in the Scheme owned by it, as the Seller in its sole and absolute discretion requiresway responsible) for such compliance. The Purchaser hereby consents is advised to the aforesaid subdivisions and consolidations, insofar as his consent may be required, and hereby irrevocably and in rem suam, nominates, constitutes and appoints any director of the Seller, with power of substitution, to call and attend any meeting of the Body Corporate or of the trustees of the Body Corporate, on consult the Purchaser’s behalfown legal advisors in this regard. (b) The Warrants are being offered for sale only on a “private placement” basis. (c) In purchasing the Warrants, the Purchaser has relied solely upon publicly available information relating to the Company and not upon any oral or written representation as to any fact or otherwise made by or on behalf of the Company or any other person associated therewith, except as set forth in Section 7 hereto. The Purchaser’s decision to purchase the Warrants was made on the basis of publicly available information. The Agents and the U.S. Affiliate have not independently investigated or verified such publicly available information, and the Purchaser agrees that the Agents and the U.S. Affiliate assume no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of the publicly available information or as to vote whether all information concerning the Company required to be disclosed by the Company has been generally disclosed. (d) The offer of the Warrants does not constitute a recommendation to purchase the Warrants or financial product advice and the Purchaser acknowledges that none of the Agents, the U.S. Affiliate or the Company has had regard to the Purchaser’s particular objectives, financial situation and needs. (e) The representations, warranties, covenants and acknowledgements of the Purchaser contained in favour this Subscription Agreement, and in any appendices or other documents or materials executed and delivered by the Purchaser in connection with the Offering, are made by the Purchaser with the intent that they may be relied upon by the Company, the Agents, the U.S. Affiliate and their respective professional advisors in determining the Purchaser’s eligibility to purchase the Warrants. The Purchaser further agrees that by accepting the Warrants the Purchaser shall be representing and warranting that the foregoing representations and warranties are true as at the Closing and that they shall survive the purchase by the Purchaser of the Warrants and shall continue in full force and effect notwithstanding any subsequent disposition by the Purchaser of the Warrants for a period of two years. The Purchaser undertakes to immediately notify the Company and ▇▇▇▇▇▇▇▇▇▇▇ of any change in any statement or other information relating to the Purchaser set forth herein, in the Appendix “I” - United States Accredited Investor Representation Letter, that takes place prior to the Closing Date. (f) The sale and delivery of the Warrants and the Warrant Shares issuable thereunder, under the Private Placement, to the Purchaser is conditional upon such sale being exempt from the requirement to file a prospectus, registration statement or similar document or to prepare and deliver an offering memorandum or similar document under U.S. securities laws relating to the sale of the Warrants and the Warrant Shares or upon the issuance of such resolution that orders, consents or approvals as may be required to give effect to any consolidation permit such sale without the requirement of filing a prospectus, registration statement or subdivision of similar document or preparing and delivering an offering memorandum or similar document. (g) The Purchaser acknowledges and consents to: (i) the sections in the Scheme fact that the Seller may requireCompany, as aforesaid; 7.2 for so long as the Seller owns a section or Agents and the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise U.S. Affiliate are collecting the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate and the appointment of Managing Agents of the Schemepersonal information (as that term is defined under applicable privacy legislation, including, without limitation, the Purchaser acknowledging that the Administrator Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or its nominee may apply to be appointed as Managing Agents of the Scheme; and 7.2.2 the Purchaser shall not be entitled to vote supplemental provincial or federal legislation or laws in favour of the amendment of any of the Rules without the Seller’s prior written consent, provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986. 7.3 he will not be entitled to sell or otherwise transfer ownership of the Property unless it is a suspensive condition of such sale or other transfer that – 7.3.1 the Association grants its written consent to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Association by the Purchaser or the Purchaser being in breach of any of the Memorandum of Incorporation of the Association or any Rules made by the Association, effect from time to time), and failing to remedy such breach)for the purpose of completing this Subscription Agreement; 7.3.2 (ii) the transfereeCompany, in a manner acceptable to the AssociationAgents and the U.S. Affiliate retaining such personal information for as long as permitted or required by law or business practices; and (iii) the fact that the Company, agrees to become a member the Agents and is admitted as a member the U.S. Affiliate may be required by the Applicable Securities Laws, the rules and policies of any stock exchange or the rules of the Association; 7.3.3 the Administrator and the Operator grant their consent, which consent shall not be unreasonably withheld, Investment Industry Regulatory Organization of Canada to such sale or other transfer provide Regulatory Authorities (which consent it shall be entitled to withhold, inter alia, in the event of as defined below) with any monies being due and owing to the Operator personal information provided by the Purchaser or in this Subscription Agreement; (h) The Purchaser acknowledges and agrees that the Purchaser failing to abide by Company, the conditions of resale as stipulated in clause 25 below. 7.4 Agents and the Seller U.S. Affiliate may make such alterations or amendments to the Management and/or Conduct Rules as well as to file such altered use and amended Management and/or Conduct Rules in the Deeds Registry at Pietermaritzburg, as the Seller believes is necessary to give effect to the provisions of this Contract, and so as to provide for the harmonious operation of this Scheme, and for that purpose the Purchaser irrevocably and in rem suam, nominates, constitutes and appoints the Seller as disclose the Purchaser’s duly authorised attorney, agent and proxy on the Purchaser’s behalfpersonal information, and consents thereto, for: (i) internal use with respect to managing the Purchaser’s exclusion, to attend all such meetings relationships between and do all such things as are necessary to give effect to the provisions of this clause. Provided all the Seller’s rights and contractual obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.5 the Seller’s appointment of the AdministratorCompany, on terms the Agents, the U.S. Affiliate and conditions as herein recorded and to fulfil the functions as provided for in this Contract, is irrevocable, final and binding on the Purchaser; 7.6 (ii) use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to the Administrator’s appointment Canada Revenue Agency; (iii) disclosure to stock exchanges and securities regulatory authorities and other regulatory bodies having jurisdiction (collectively, the “Regulatory Authorities”) with respect to approval or acceptance for filing of the Operator Offering, reports of trades and similar stock exchange or regulatory filings to fulfil be filed by the functions Company in respect of the Offering and the collection, use and disclosure thereof by the Regulatory Authorities from time to time; (iv) disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; (v) disclosure to professional advisers of the Company, the Agents and the U.S. Affiliate in connection with the performance of their professional services solely relating to this offering; (vi) disclosure to any person where such disclosure is necessary for legitimate business reasons and is made following the Purchaser’s provision of written consent; (vii) disclosure to a court determining the rights of the parties under this Subscription Agreement; or (viii) use and disclosure as otherwise required by law. provided for that in the Service Level Agreementcase of (ii), (iii), (iv), (vii) and (viii), the Company shall notify the Purchaser of such disclosure and Furthermore, the Purchaser is irrevocablehereby notified that: (ix) the Company may deliver to the Regulatory Authorities, final including the Ontario Securities Commission and binding on the British Columbia Securities Commission, certain personal information pertaining to the Purchaser, including such Purchaser’s full name, residential address and telephone number, whether the Purchaser is an insider of the Company or a registrant, the number of Warrants purchased by the Purchaser and the total purchase price paid for such Warrants, the prospectus exemption relied on by the Company and the date of distribution of the Warrants; 7.7 he has purchased (x) the Property Purchaser may contact the following public official in Ontario with respect to questions about the Scheme Ontario Securities Commission's indirect collection of such information at the following address and transfers will telephone number: Administrative Assistant to the Director of Corporate Finance Ontario Securities Commission ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ (xi) such information is being collected indirectly by certain Regulatory Authorities under the authority granted to them in their respective securities legislation; (xii) such information is being collected for the purposes of the administration and enforcement of the securities legislation of the Regulatory Authorities, as applicable; (xiii) that by purchasing the Warrants, the Purchaser shall be effected in phases. Transfer deemed to have authorized the indirect collection of personal information by the Regulatory Authorities; (xiv) certain information pertaining to the Purchaser will take place simultaneously with transfers to other purchasers in be available for public inspection at the SchemeBritish Columbia Securities Commission during normal business hours, as a result of which transfer including the Purchaser’s full name, whether the Purchaser is an insider of the Property to the Purchaser may be delayed. The Purchaser shall pay occupational rental and other charges described in clause 6 above from Date of Possession to Date of TransferCompany or a registrant, both days inclusive; 7.8 the maximum number of people who shall be entitled to occupy the property shall be determined by multiplying the number of bedrooms Warrants purchased by the Purchaser, and the total subscription price paid for such Warrants; and (xv) that questions about the indirect collection of information should be directed to the regulator in the Purchaser’s local jurisdiction, using the contact information set out in the Appendix “II” hereto. (i) The Purchaser further acknowledges that it has been notified by the Company of and expressly consents to the disclosure of any Unit by two; 7.9 information about the Seller and/or the Estate Agents may have used models, brochures and other advertising material in marketing the Scheme Purchaser or any individual whose identity is required to be disclosed to the TSXV, pursuant to the policies of the TSXV. (j) The Purchaser represents and warrants that it has the authority to provide the consents and acknowledgements set out in subsections 5.1(f), 5.1(h), and 5.1(i) hereof on its own behalf. (k) The Purchaser has been advised to consult the Purchaser’s own legal advisors with respect to applicable resale restrictions and the public at large. The furniturePurchaser is solely responsible, finishes and fittings shown none of the Company, the Agents or the U.S. Affiliate are in the advertising material is any way responsible, for advertisement purposes only compliance with applicable resale restrictions, and the finishes shall be in accordance with the Schedule of Finishes; 7.10 he shall be bound by the terms set out Annexure “R” hereto; 7.11 he understands the English language and considers itself fluent therein; 7.12 he has had an opportunity to carefully read and consider the provisions of the Contract and that he has been free to secure independent legal advice in respect of the provisions of same; 7.13 the Seller undertook Purchaser further acknowledges that the Seller or Company’s and the Conveyancers, would explain any provisions of the Contract which the Purchaser may not have understood fully and, Agents’ legal counsel are acting solely as counsel to the extent that Company and the Purchaser made the Seller aware of any provisions of the Contract he did Agents, respectively, and not understand, such provisions were fully explained as counsel to the Purchaser. (l) The Purchaser is aware of the characteristics of the Securities and the risks relating to an investment therein and agrees that the Purchaser must bear the economic risk of his, her or its investment in the Securities. (m) The Purchaser has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of the Purchaser’s proposed investment in the Securities. (n) This subscription is conditional upon its acceptance by the Company and the Subscription Agreement is conditional upon its acceptance for filing of the Offering by the TSXV. (o) The Company has agreed to pay to the Agents the Agents’ Fees (as defined herein).

PURCHASER’S ACKNOWLEDGMENTS. 10.1 The Purchaser acknowledges that: - 7.1 the Seller Body Corporate shall not do anything which shall be entitled to subdivide any section in the Scheme owned by it and/or consolidate any two adjacent sections in the Scheme owned by it, as the Seller in its sole and absolute discretion requires. The Purchaser hereby consents to the aforesaid subdivisions and consolidations, insofar as his consent may be required, and hereby irrevocably and in rem suam, nominates, constitutes and appoints any director contravention of the Seller, with power Association’s Memorandum of substitution, to call Incorporation or its Rules and attend any meeting of the Body Corporate or of the trustees of the Body Corporate, on the Purchaser’s behalfonce formed, and to vote in favour of such resolution that may shall be required to give effect the Association an undertaking to any consolidation or subdivision of the sections in the Scheme that the Seller may require, as aforesaid;this effect. 7.2 for so long as the Seller owns a section or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate and the appointment of Managing Agents of the Scheme, the Purchaser acknowledging that the Administrator or its nominee may apply to be appointed as Managing Agents of the Scheme; and 7.2.2 the 10.2 The Purchaser shall not be entitled to vote in favour of the amendment of any of the Rules without the Seller’s prior written consent, provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986. 7.3 he will not be entitled to sell or otherwise transfer ownership of the Property unless it is a suspensive condition of such sale or other transfer that – 7.3.1 10.2.1 the Association grants its written consent to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Association by the Purchaser or the Purchaser being in breach of any of the Memorandum of Incorporation of the Association or any Rules made by the Association, from time to time, and failing to remedy such breach); 7.3.2 10.2.2 the transferee, in a manner acceptable to the Association, agrees to become a member and is admitted as a member of the Association;. 7.3.3 10.3 The Purchaser acknowledges that in the Administrator event of the Purchaser disposing of the Property or in the event of the Purchaser being an artificial person, such as a close corporation, company or trust and the Operator grant their consentmember’s interest, which consent shall not be unreasonably withheldshares or beneficial interest (as the case may be), to such sale being disposed, of privately, (i.e. without the assistance of an estate agent), or other transfer (which consent in the event of the Purchaser letting the Property, then in that event, the Purchaser acknowledges that it shall be entitled responsible for payment of an administration fee charged by the Association in consideration for attending to withholdits formalities in this regard. The aforesaid administration fee charged by the Association shall be in the sole discretion of the Association. 10.4 In order to maintain high standards and with a view to ensuring an attractive and harmonious development within the Estate, any building or other structure to be erected on the Land or any alterations or extensions to be effected to any building or structure on the Land, shall be done strictly in accordance with building plans which have been submitted to and approved in writing by, inter alia, the Association and the local and/or any other competent authority and no work whatsoever shall commence until such time as the relevant approvals have been obtained. The Purchaser acknowledges that he is aware of the Association’s various requirements in this regard (including the Association’s Development and Architectural Controls). It is recorded that the aforesaid permission shall be required in addition to the permission of the Body Corporate, in terms of the Act and the local authority. 10.5 In no way detracting from the generality of any other provision in this Agreement, it is specifically recorded that the Purchaser shall at all times comply with the provisions of the Environmental Management Plan. In the event of any monies being due and owing to the Operator by the Purchaser or the Purchaser failing to abide by the conditions of resale as stipulated in clause 25 below. 7.4 the Seller may make such alterations or amendments to the Management and/or Conduct Rules as well as to file such altered and amended Management and/or Conduct Rules in the Deeds Registry at Pietermaritzburg, as the Seller believes is necessary to give effect to breaching the provisions of this Contractclause 10.4, then in that event, the Seller shall be entitled, (without prejudice to any rights the Seller may have in terms of this Agreement or at Law), claim from the Purchaser all damages, including consequential damages, the Seller may suffer as a result of the Purchaser’s breach of the provisions of this clause. In addition, should the Purchaser breach the conditions of the Environmental Management Plan, he shall be liable for a fine imposed by the Association, in its sole and so absolute discretion, in an amount as determined by the Association from time to provide time. 10.6 The Purchaser acknowledges that the common property of the Scheme may not be landscaped save in accordance with the Association’s Rules and requirements. 10.7 No Section shall be used exclusively for the harmonious operation purposes of servant’s quarters. It is recorded that this provision will be incorporated into the Rules of the Body Corporate on the opening of the Sectional Title Register of the Scheme. 10.8 The Purchaser acknowledges that the Association may require some (or all) functions and powers of the Body Corporate of the Scheme to be assigned to the Association and by his signature hereto, and for that purpose appoints the Purchaser Chairman of the Association from time to time, irrevocably and in rem suam, nominatesas his attorney and agent to call and attend any meeting of the Body Corporate of the Scheme required to vote in favour of such assignment. 10.9 When selling the Property, constitutes the Purchaser shall ensure that the agreement makes provision for the requirements contained in clauses 10.2 and appoints 10.8 above. 10.10 The Purchaser shall not be entitled to sell or otherwise transfer ownership of the Seller Property unless it is a suspensive condition of such sale or other transfer that the transferee, in a manner acceptable to the Association, agrees to become a member and is admitted as a member of the Association. 10.11 In no way detracting from the generality of any other provision of this Agreement it is recorded that the design and layout of the Estate may vary as the Purchaser’s duly authorised attorney, agent Estate is developed and proxy on the Purchaser’s behalf, Developer shall in no way be bound to its current plans for the design and layout of the Estate. 10.12 The Developer shall endeavour to procure the installation of the necessary infrastructure required in order to provide permanent connectivity to the Purchaser’s exclusion, to attend Property for internet browsing and email access as well as a DSTV signal. It is further recorded that the Association shall then enter into an agreement with the party who shall install and operate the aforesaid infrastructure in respect of the rental of such infrastructure. Such infrastructure rental shall be compulsory for all such meetings members of the Association and do all such things as are necessary to give effect to the provisions of this clause. Provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme be collected by the erection Association as part of at least one sectionits monthly levy payable to it. 10.13 It is recorded that the Ethekwini Municipality requires the discharge and treatment of sewerage and effluent emanating from the Estate to be dealt with privately. In this regard, as anticipated in Section 25 of Act 95/1986; 7.5 the Seller’s appointment of Association shall enter into agreement with the Administrator, Ethekwini Municipality on such terms and conditions as herein recorded the directors of the Association deem fit, in order to deal with the efficient discharge and to fulfil treatment of sewerage and effluent. Such agreement shall include, inter alia, a guarantee by the functions as provided Association in favour of the Ethekwini Municipality, for in this Contract, is irrevocable, final and binding the obligations imposed on the Purchaser; 7.6 the Administrator’s appointment of the Operator to fulfil the functions as provided for in the Service Level Agreement, is irrevocable, final and binding on the Purchaser; 7.7 he has purchased the Property in the Scheme and transfers will be effected in phases. Transfer to the Purchaser will take place simultaneously with transfers to other purchasers in the Scheme, as a result of which transfer of the Property to the Purchaser may be delayed. The Purchaser shall pay occupational rental and other charges described in clause 6 above from Date of Possession to Date of Transfer, both days inclusive; 7.8 the maximum number of people who shall be entitled to occupy the property shall be determined by multiplying the number of bedrooms of any Unit by two; 7.9 the Seller and/or the Estate Agents may have used models, brochures and other advertising material in marketing the Scheme to the Purchaser and the public at large. The furniture, finishes and fittings shown in the advertising material is for advertisement purposes only and the finishes shall be in accordance with the Schedule of Finishes; 7.10 he shall be bound by the terms set out Annexure “R” hereto; 7.11 he understands the English language and considers itself fluent therein; 7.12 he has had an opportunity to carefully read and consider the provisions of the Contract and that he has been free to secure independent legal advice Association in respect of the provisions discharge and treatment of same;sewerage and effluent emanating from the Estate. The costs of discharging and treating the sewerage and effluent emanating from the Estate in terms of the agreement contemplated above, shall be met by the Association from the monthly levy payable to it by its members. 7.13 the Seller undertook 10.14 It is recorded that the Seller Association shall be the supplier of electricity to properties within the Estate (including the Property). The cost of such electricity shall not exceed that payable by other owners of private properties in the area who receive supply of electricity from the local authority. It is recorded that the aforesaid electricity shall be supplied on a prepaid system. 10.15 The Purchaser shall not, sell, assign, cede or the Conveyancers, would explain any provisions dispose of the Contract which the Purchaser may not have understood fully and, to the extent that the Purchaser made the Seller aware of any provisions of the Contract he did not understand, such provisions were fully explained to the Purchaser's rights under this Agreement.

PURCHASER’S ACKNOWLEDGMENTS. 5.1 The Purchaser acknowledges and agrees with the Company (which acknowledgements and agreements shall survive the Closing) that: -: 7.1 (a) The Company has not established any minimum or maximum number of Units which may be issued and accordingly, the Seller Purchaser may be the only purchaser for Units or may be one or more of several such purchasers. (b) No securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities, and there is no government or other insurance covering the Securities. (c) The Warrants are not transferable without the prior written consent of the Company. (d) The Units are being offered for sale only on a "private placement" basis. (e) In purchasing the Units, the Purchaser has relied solely upon publicly available information relating to the Company and not upon any oral or written representation as to any fact or otherwise made by or on behalf of the Company or any other person associated therewith, the decision to purchase the Units was made on the basis of the Company’s publicly available documents, as filed on SEDAR available at ▇▇▇.▇▇▇▇▇.▇▇▇ (the “Public Record”) and the decision to acquire the Warrant Shares (issuable upon the exercise of the Warrants) will also be made on the basis of the Public Record. (f) The representations, warranties, covenants and acknowledgements of the Purchaser contained in this Subscription Agreement, and in any appendices or other documents or materials executed and delivered by the Purchaser hereunder, if any, are made by the Purchaser with the intent that they may be relied upon by the Company, and its respective professional advisors in determining the Purchaser's eligibility to purchase the Units. The Purchaser further agrees that by accepting the Shares and Warrants the Purchaser shall be entitled to subdivide representing and warranting that the representations, warranties, covenants and acknowledgements made by the Purchaser in this Subscription Agreement 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 purchase by the Purchaser of the Units and any section Warrant Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Scheme owned by it and/or consolidate any two adjacent sections in Purchaser of the Scheme owned by itShares, as the Seller in its sole and absolute discretion requiresWarrants or the Warrant Shares. The Purchaser hereby consents agrees to indemnify and save harmless the Company, and its respective directors, officers, employees, advisors, affiliates, shareholders and agents, and its respective counsel, against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur and which are caused by or arise from any inaccuracy in, or any breach or misrepresentation by the Purchaser of, any such representations, warranties, covenants or acknowledgements. The Purchaser undertakes to immediately notify the Company of any change in any statement or other information relating to the aforesaid subdivisions Purchaser set forth herein that takes place prior to the Closing. (g) The sale and consolidations, insofar as his consent may be required, and hereby irrevocably and in rem suam, nominates, constitutes and appoints any director delivery of the Seller, with power of substitution, Units to call the Purchaser is conditional upon such sale being exempt from the requirement to file a prospectus or registration statement or to prepare and attend deliver an offering memorandum or similar document under any meeting applicable statute relating to the sale of the Body Corporate Units or of upon the trustees of the Body Corporate, on the Purchaser’s behalf, and to vote in favour issuance of such resolution that orders, consents or approvals as may be required to give effect permit such sale without the requirement of filing a prospectus or registration statement or preparing and delivering an offering memorandum or similar document. (h) The Purchaser acknowledges and consents to any consolidation or subdivision of the sections in the Scheme fact that the Seller may require, as aforesaid; 7.2 for so long as the Seller owns a section or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise Company is collecting the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate and the appointment of Managing Agents of the Scheme's personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Purchaser acknowledging that the Administrator Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or its nominee may apply to be appointed as Managing Agents of the Scheme; and 7.2.2 the Purchaser shall not be entitled to vote supplemental provincial or federal legislation or laws in favour of the amendment of any of the Rules without the Seller’s prior written consent, provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986. 7.3 he will not be entitled to sell or otherwise transfer ownership of the Property unless it is a suspensive condition of such sale or other transfer that – 7.3.1 the Association grants its written consent to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Association by the Purchaser or the Purchaser being in breach of any of the Memorandum of Incorporation of the Association or any Rules made by the Association, effect from time to time), for the purpose of completing this Subscription Agreement. The Purchaser acknowledges and failing to remedy such breach); 7.3.2 the transferee, in a manner acceptable consents to the AssociationCompany retaining such personal information for as long as permitted or required by law or business practices. The Purchaser further acknowledges and consents to the fact that the Company may be required by the Securities Laws, agrees to become a member or the rules and is admitted as a member of the Association; 7.3.3 the Administrator and the Operator grant their consent, which consent shall not be unreasonably withheld, to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event policies of any monies being due and owing stock exchange to the Operator provide regulatory authorities or stock exchanges with any personal information provided by the Purchaser or in this Subscription Agreement. The Purchaser represents and warrants that it has the authority to provide the consents and acknowledgements set out in this section. In addition to the foregoing, the Purchaser failing to abide by acknowledges and agrees that the conditions of resale as stipulated in clause 25 below. 7.4 Company may use and disclose the Seller may make such alterations or amendments to the Management and/or Conduct Rules as well as to file such altered Purchaser's personal information, and amended Management and/or Conduct Rules in the Deeds Registry at Pietermaritzburgconsents thereto, as follows: (i) for internal use with respect to managing the Seller believes is necessary to give effect to the provisions of this Contract, relationships between and so as to provide for the harmonious operation of this Scheme, and for that purpose the Purchaser irrevocably and in rem suam, nominates, constitutes and appoints the Seller as the Purchaser’s duly authorised attorney, agent and proxy on the Purchaser’s behalf, and to the Purchaser’s exclusion, to attend all such meetings and do all such things as are necessary to give effect to the provisions of this clause. Provided all the Seller’s rights and contractual obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.5 the Seller’s appointment of the Administrator, on terms Company and conditions as herein recorded and to fulfil the functions as provided for in this Contract, is irrevocable, final and binding on the Purchaser; 7.6 (ii) for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to the Administrator’s appointment Canada Revenue Agency; (iii) disclosure to stock exchanges and securities regulatory authorities and other regulatory bodies having jurisdiction with respect to approval or acceptance for filing of the Operator Offering, reports of trades and similar stock exchange or regulatory filings including, without limiting the generality of the foregoing, disclosure to fulfil the functions Exchange pursuant to the Notice of Private Placement Form (Exchange Form 11) to be filed by the Company in respect of the Offering; (iv) disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure; (v) disclosure to professional advisers of the Company in connection with the performance of their professional services; (vi) disclosure to any person where such disclosure is necessary for legitimate business reasons; (vii) disclosure to a court determining the rights of the parties under this Subscription Agreement; or (viii) for use and disclosure as provided for in otherwise required or permitted by law. Furthermore, the Service Level Agreement, Purchaser is irrevocable, final and binding on hereby notified that: (i) the Company may deliver to the Ontario Securities Commission certain personal information pertaining to the Purchaser; 7.7 he has purchased the Property in the Scheme , including such Purchaser's full name, residential address and transfers will be effected in phases. Transfer to the Purchaser will take place simultaneously with transfers to other purchasers in the Schemetelephone number, as a result of which transfer of the Property to the Purchaser may be delayed. The Purchaser shall pay occupational rental and other charges described in clause 6 above from Date of Possession to Date of Transfer, both days inclusive; 7.8 the maximum number of people who shall be entitled to occupy the property shall be determined by multiplying the number of bedrooms of any Unit Units purchased by two; 7.9 the Seller and/or the Estate Agents may have used models, brochures and other advertising material in marketing the Scheme to the Purchaser and the public at large. The furnituretotal purchase price paid for such Units, finishes and fittings shown in the advertising material is for advertisement purposes only prospectus exemption relied on by the Company and the finishes shall be in accordance with date of distribution of the Schedule of Finishes;Units, 7.10 he shall be bound (ii) such information is being collected indirectly by the terms set out Annexure “R” hereto;Ontario Securities Commission under the authority granted to it in securities legislation, 7.11 he understands (iii) such information is being collected for the English language and considers itself fluent therein; 7.12 he has had an opportunity to carefully read and consider the provisions purposes of the Contract administration and that he has been free to secure independent legal advice in respect enforcement of the provisions securities legislation of same;Ontario, and 7.13 the Seller undertook that the Seller or the Conveyancers, would explain any provisions of the Contract which (iv) the Purchaser may contact the following public official in Ontario with respect to questions about the Ontario Securities Commission's indirect collection of such information at the following address and telephone number: Administrative Support Clerk Ontario Securities Commission ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (i) The Purchaser has been advised to consult the Purchaser's own independent tax, financial, investment, legal and other professional advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and the Purchaser is solely responsible, and the Company is not have understood fully andin any way responsible, for compliance with applicable resale restrictions, and the Purchaser further acknowledges that the Company's legal counsel are acting solely as counsel to the Company and not as counsel to the Purchaser, and the Purchaser has not relied on the Company or its legal counsel in any manner in connection with the Purchaser’s purchase of the Securities. (j) The Purchaser is aware of the characteristics of the Securities and the risks relating to an investment therein and agrees that the Purchaser must bear the economic risk of loss of his, her or its entire investment in the Securities. (k) The Purchaser has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of the Purchaser's proposed investment in the Securities. (l) Each person exercising a Warrant will be required to give: (i) written certification that such person is not a U.S. Person and that the Warrant is not being exercised on behalf of a U.S. Person; or (ii) a written opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, to the extent effect that the Warrant and the Warrant Shares have been registered under the 1933 Act or are exempt from registration thereunder. (m) The Purchaser made is aware that (i) the Seller aware Company may complete additional financings in the future in order to develop the Company's business and to fund its ongoing development, (ii) there is no assurance that such financings will be available and, if available, on reasonable terms, (iii) any such future financings may have a dilutive effect on the Company's securityholders, including the Purchaser, and (iv) if such future financings are not available, the Company may be unable to fund its on-going development and the lack of any provisions capital resources may result in the failure of the Contract he did not understandCompany's business. (n) The Purchaser is aware that under the rules of the U.S. Securities and Exchange Commission, such provisions were fully explained beneficial owners of 5% or more of the voting securities of the Company are required to file reports under Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, with respect to the Purchasersecurities beneficially held by them.

PURCHASER’S ACKNOWLEDGMENTS. 7.1 The Purchaser acknowledges that: - 7.1 7.1.1 the Seller shall be entitled to subdivide any section in the Scheme owned by it and/or consolidate any two adjacent sections in the Scheme owned by it, as the Seller in its sole and absolute discretion requires. The Purchaser hereby consents to the aforesaid subdivisions and consolidations, insofar as his consent may be required, and hereby irrevocably and in rem suam, nominates, constitutes and appoints any director of the Seller, with power of substitution, to call and attend any meeting of the Body Corporate or of the trustees of the Body Corporate, on the Purchaser’s behalf, and to vote in favour of such resolution that may be required to give effect to any consolidation or subdivision of the sections in the Scheme that the Seller may require, as aforesaid; 7.2 7.1.2 for so long as the Seller owns a section or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.2.1 7.1.2.1 the Purchaser irrevocably and in rem suam appoints the Seller to exercise the Purchaser’s voting rights with regard to the appointment of the Trustees of the Body Corporate and the appointment of Managing Agents of the Scheme, the Purchaser acknowledging that the Administrator or its nominee may apply to be appointed as Managing Agents of the Scheme; and 7.2.2 7.1.2.2 the Purchaser shall not be entitled to vote in favour of the amendment of any of the Rules without the Seller’s prior written consent, provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986. 7.3 he 7.1.3 the Purchaser will not be entitled bound in relation to sell or otherwise transfer ownership the occupancy of the Property unless it is a suspensive condition of such sale or other transfer that – 7.3.1 the Association grants its written consent to such sale or other transfer (which consent it shall be entitled to withholdProperty, inter alia, and in the event of any monies being due and owing relation to the Association use of the common property, by the Conduct Rules applicable to the Scheme. The Purchaser or acknowledges that he has perused the said Conduct Rules and has fully acquainted himself with the contents thereof. 7.1.4 the Purchaser being will be bound by the Ecosystem Management Plan as defined in breach of any clause 1.16 above in relation to the use of the Memorandum of Incorporation of the Association or any Rules made by the Association, from time to time, and failing to remedy such breach); 7.3.2 the transferee, in a manner acceptable to the Association, agrees to become a member and is admitted as a member of the Association; 7.3.3 the Administrator and the Operator grant their consent, which consent shall not be unreasonably withheld, to such sale or other transfer (which consent it shall be entitled to withhold, inter alia, in the event of any monies being due and owing to the Operator by the Purchaser or the Purchaser failing to abide by the conditions of resale as stipulated in clause 25 belowConservation Servitude. 7.4 7.1.5 the Seller may make such alterations or amendments to the Management and/or Conduct Rules as well as to file such altered and amended Management and/or Conduct Rules in the Deeds Registry at Pietermaritzburgas required by Act 9/2011, as the Seller believes is necessary to give effect to the provisions of this Contract, and so as to provide for the harmonious operation of this Scheme, and for that purpose the Purchaser irrevocably and in rem suam, nominates, constitutes and appoints the Seller as the Purchaser’s duly authorised attorney, agent and proxy on the Purchaser’s behalf, and to the Purchaser’s exclusion, to attend all such meetings and do all such things as are necessary to give effect to the provisions of this clause. Provided all the Seller’s rights and obligations in terms hereof shall lapse when the Seller no longer owns a section in the Scheme or the right to extend the Scheme by the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 7.5 the Seller’s appointment of the Administrator, on terms and conditions as herein recorded and to fulfil the functions as provided for in this Contract, is irrevocable, final and binding on the Purchaser; 7.6 the Administrator’s appointment of the Operator to fulfil the functions as provided for in the Service Level Agreement, is irrevocable, final and binding on the Purchaser; 7.7 7.1.6 he has purchased the Property in the Scheme and transfers will may be effected in phases. Transfer to the Purchaser will take place simultaneously with transfers to other purchasers in each phase of the Scheme, as a result of which transfer of the Property to the Purchaser may be delayed. The Purchaser shall pay occupational rental and other charges described in clause 6 above from Date of Possession to Date of Transfer, both days inclusive; 7.8 7.1.7 the maximum number of people who shall be entitled to occupy the property shall be determined by multiplying the number of bedrooms of any Unit by two; 7.9 7.1.8 the Seller and/or the Estate Agents may have used models, brochures and other advertising material in marketing the Scheme to the Purchaser and the public at large. The furniture, finishes and fittings shown in the advertising material is for advertisement purposes only and the finishes shall be in accordance with the Schedule of Finishes; 7.10 he shall be bound by the terms set out Annexure “R” hereto; 7.11 7.1.9 he understands the English language and considers itself fluent therein; 7.12 7.1.10 he has had an opportunity to carefully read and consider the provisions of the Contract and that he has been free to secure independent legal advice in respect of the provisions of same; 7.13 7.1.11 the Seller undertook that the Seller or the Conveyancers, would explain any provisions of the Contract which the Purchaser may not have understood fully and, to the extent that the Purchaser made the Seller aware of any provisions of the Contract he did not understand, such provisions were fully explained to the Purchaser; 7.1.12 the Seller shall enter into an agreement with its nominated service provider to procure the installation of the necessary infrastructure required in order to provide electronic communication services to the Property which will include the laying of a fibre optic cable on the Scheme. The Purchaser shall be responsible for contracting with the internet service provider of his choice from the list of available service providers and for purchasing the required hardware, including the hardware for DSTV if so required. 7.2 It is recorded that the eThekwini Municipality requires the discharge and treatment of sewerage and effluent emanating from the Scheme to be dealt with privately. In this regard, the Developer shall enter into agreement with the eThekwini Municipality and ▇▇▇▇▇▇ Road Water Service Provider (Pty) Ltd on such terms and conditions as the Developer deems fit, which agreement shall be ceded to the Body Corporate at the inaugural meeting, in order to deal with the efficient discharge and treatment of sewerage and effluent. The costs of discharging and treating the sewerage and effluent emanating from the Scheme in terms of the agreement contemplated above, shall be met by the Body Corporate from the monthly levy payable to it by its members. The Developer however warrants that the aforesaid ▇▇▇▇▇▇ Road Waste Water Services Provider (Pty) Ltd owns the property on ▇▇▇▇▇▇ Road on which a fully operational sewer works has been constructed (which sewer works is capable of dealing with the treatment of all sewerage and effluent emanating from the Scheme when fully developed). 7.3 It is recorded that the Unit may be served by a solar hot water generation system or an electric geyser in accordance with eThekwini Municipality requirements. 7.4 The Purchaser shall not, sell, assign, cede or dispose of the Purchaser's rights under this Contract.