Common use of PURCHASER’S ACKNOWLEDGMENTS Clause in Contracts

PURCHASER’S ACKNOWLEDGMENTS. Exclusivity of Representations and Warranties. Each of the Parent and theThe Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, each of the Parent and the Purchaser has conducted its own independent review and analysis of the Assets, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents. Each of the Parent and theThe Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, contracts and other properties related to the Assets as it required to complete its review, and that it and its representatives have been provided with an opportunity to meet with the officers and other employees of the Sellers, to discuss the conduct of business related to the Assets. Each of the Parent and theThe Purchaser acknowledges and agrees that: except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, neither the Parent nor the Purchaser has not relied on, and each hereby specifically disclaims, any representation or warranty from the Sellers or any Affiliate of any such Person, or the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives or any employee, officer, director, accountant, financial, legal or other representative of the Sellers or by the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives in determining whether to enter into this Agreement; except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, none of the Sellers, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets including under the International Convention on Contracts for the Sale of Goods (Geneva Convention) and any other applicable sale of goods Laws), the Assumed Liabilities, or any Affiliate of any such Person or as to the accuracy or completeness of any information regarding any of the foregoing that the Sellers, or any other Person furnished or made available to the Parent or the Purchaser or theirits representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); none of the Sellers, the Joint Administrators, the French Liquidator or any other Person shall have or be subject to any Liability to the Parent or the Purchaser or any other Person resulting from the distribution to the Parent or the Purchaser, or the Parent or the Purchaser’s use, of the information referred to in Section 3.5(b)(ii); and the enforceability of this Agreement against the Sellers is subject to entry of the U.S. Bidding ProceduresSale Order and the Canadian Sales ProcessApproval and Vesting Order. Without limiting the generality of the foregoing, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN (INCLUDING IN ANNEX I), THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETS, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED PATENTS, JOINTLY OWNED PATENTS, SPECIFIED UK PATENTS, OR UNDISCLOSED PATENT INTERESTS.

PURCHASER’S ACKNOWLEDGMENTS. Exclusivity of Representations and Warranties. Each of the Parent and theThe Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, each of the Parent and the Purchaser has conducted its own independent review and analysis of the Assets, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents. Each of the Parent and theThe Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, contracts and other properties related to the Assets as it required to complete its review, and that it and its representatives have been provided with an opportunity to meet with the officers and other employees of the Sellers, to discuss the conduct of business related to the Assets. Each of the Parent and theThe 9.1 Purchaser acknowledges and agrees that: except for : (a) by purchasing the representations Shares, it will assume control over and warranties expressly set forth in Article IV ownership of the Undertaking and the statements set forth in Annex IAssets on an “as is, neither where is” basis on the Parent nor the Purchaser has not relied onClosing Date, and each hereby specifically disclaims, it is purchasing the Shares based entirely on its own inspections of the Undertaking; (b) any representation forecasts or warranty from projections included in any due diligence or similar materials are not to be viewed as facts and that actual results achieved by the Sellers Subsidiaries or any Affiliate either of them during the period or periods covered by any such Person, forecasts or the Joint Administrators, the French Liquidator projections may vary materially from those contained in such forecasts or projections; and (c) neither Receiver nor any of their firms, partners, employees, agents, advisors its affiliates or representatives or any employee, officer, director, accountant, financial, legal or other representative of the Sellers or by the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives in determining whether to enter into this Agreement; except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, none of the Sellers, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets including under the International Convention on Contracts for the Sale of Goods (Geneva Convention) and nor any other applicable sale of goods Laws), the Assumed Liabilities, or any Affiliate of any such Person or as to the accuracy or completeness of any information regarding any of the foregoing that the Sellers, or any other Person furnished or made available to the Parent or the Purchaser or theirits representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); none of the Sellers, the Joint Administrators, the French Liquidator or any other Person shall person will have or be subject to any Liability liability to the Parent or the Purchaser or any other Person person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any information or documents provided to Purchaser or its representatives pursuant to Purchaser’s investigation of the Parent Undertaking, including any confidential memoranda distributed on behalf of Receiver relating to the Shares, the Subsidiaries or the Purchaser, Assets or other publications or data room information provided to Purchaser or its representatives in connection with the Parent or the Purchaser’s use, sale of the information referred to in Section 3.5(b)(ii); Shares and the enforceability of this Agreement against the Sellers is subject to entry of the U.S. Bidding ProceduresSale Order and the Canadian Sales ProcessApproval and Vesting Ordertransactions contemplated hereby. Without limiting the generality of the foregoing, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THATPurchaser acknowledges that Receiver is not responsible for any defects relating to any of the Assets, EXCEPT AS EXPRESSLY PROVIDED HEREIN (INCLUDING IN ANNEX I)whether or not latent, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITYwhich may exist as of the Closing Date. 9.2 Purchaser acknowledges that Xxxxx Xxxxxxxx Limited is entering into this Agreement in its capacity as court appointed interim receiver and receiver and manager of the assets and undertaking of EGC Holdings and the Subsidiaries and not in its personal capacity, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETSand that Purchaser will have recourse under or in connection with the terms, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTYconditions, OR REGARDING THE SCOPEcovenants, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED PATENTSrepresentations and warranties under this Agreement only against the Receiver in its capacity as such 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 assets subject to the Receivership Order, JOINTLY OWNED PATENTSand the Purchaser will have no recourse against Xxxxx Xxxxxxxx Limited in its personal capacity, SPECIFIED UK PATENTSnor any of Xxxxx Xxxxxxxx Limited’s officers, OR UNDISCLOSED PATENT INTERESTSdirectors, agents, or employees, under or in connection with the terms, conditions, covenants, representations and warranties under this Agreement.

PURCHASER’S ACKNOWLEDGMENTS. Exclusivity 5.1 The Purchaser acknowledges and agrees with the Company (which acknowledgements and agreements shall survive the Closing) that: (a) The Company has not established any minimum or maximum number of Representations Units which may be issued and Warranties. Each accordingly, the 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 Parent Securities, and theThe 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 xxx.xxxxx.xxx (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 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 Warrant Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Purchaser of the Shares, the Warrants or the Warrant Shares. The Purchaser hereby 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 Purchaser set forth herein that takes place prior to the Closing. (h) The sale and delivery of the Units to the Purchaser is experienced conditional upon such sale being exempt from the requirement to file a prospectus or registration statement or to prepare and sophisticated with respect deliver an offering memorandum or similar document under any applicable statute relating to transactions the sale of the type contemplated by this Agreement Units or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or preparing and delivering an offering memorandum or similar document. (i) If the other Transaction Documents. In consultation with experienced counsel Purchaser is resident in the United States or a U.S. Person, the Purchaser also represents, warrants and advisors covenants to the Company that: (i) the Purchaser is an “accredited investor”, as that term is defined in Rule 501(a) of its choice, each Regulation D under the 1933 Act for the reason that one of the Parent categories 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 conducted its own independent review and analysis of so indicated by checking the Assets, the Assumed Liabilities, and the rights and obligations box opposite such category in Schedule A; (ii) it is acquiring the Units for its own account and assuming under this Agreement and the not with a view to any resale, distribution or other Transaction Documents. Each disposition of the Parent and theThe Securities in violation of U.S. federal or applicable state securities laws; and (iii) the Purchaser acknowledges understands that if it and its representatives have been permitted decides to offer, sell, or otherwise transfer any of the Securities , such access Securities may be transferred only: (A) to the books and recordsCompany (B) outside the United States in accordance with Regulation S, contracts and other properties related to or (C) within the Assets as it required to complete its reviewUnited States in accordance with the exemption from registration under the 1933 Act provided by Rule 144 thereunder, if available, and that it and its representatives have been provided in compliance with an opportunity to meet with the officers and other employees of the Sellers, to discuss the conduct of business related to the Assets. Each of the Parent and theThe any applicable state securities Laws; (j) The Purchaser acknowledges and agrees that: except for consents to the representations and warranties expressly set forth in Article IV and fact that the statements set forth in Annex ICompany is collecting the Purchaser's personal information (as that term is defined under applicable privacy legislation, neither the Parent nor the Purchaser has not relied onincluding, and each hereby specifically disclaims, any representation or warranty from the Sellers or any Affiliate of any such Person, or the Joint Administratorswithout limitation, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives or any employee, officer, director, accountant, financial, legal or other representative of the Sellers or by the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives in determining whether to enter into this Agreement; except for the representations Personal Information Protection and warranties expressly set forth in Article IV and the statements set forth in Annex I, none of the Sellers, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Assets Electronic Documents Act (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets including under the International Convention on Contracts for the Sale of Goods (Geneva ConventionCanada) and any other applicable sale of goods Lawssimilar, replacement or supplemental provincial or federal legislation or laws in effect from time to time), for the Assumed Liabilities, or any Affiliate purpose of any such Person or as completing this Subscription Agreement. The Purchaser acknowledges and consents to the accuracy Company retaining such personal information for as long as permitted or completeness of any information regarding any of required by law or business practices. The Purchaser further acknowledges and consents to the foregoing fact that the Sellers, or any other Person furnished or made available to Company may be required by the Parent or the Purchaser or theirits representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); none of the Sellers, the Joint Administrators, the French Liquidator or any other Person shall have or be subject to any Liability to the Parent or the Purchaser or any other Person resulting from the distribution to the Parent or the PurchaserSecurities Laws, or the Parent rules and policies of any stock exchange to provide regulatory authorities or stock exchanges with any personal information provided by the Purchaser 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 acknowledges and agrees that the Company may use and disclose the Purchaser’s use's personal information, and consents thereto, as follows: (i) for internal use with respect to managing the relationships between and contractual obligations of the information referred to in Section 3.5(b)(ii); Company and the enforceability of this Agreement against Purchaser; (ii) for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to the Sellers is subject Canada Revenue Agency; (iii) disclosure to entry stock exchanges and securities regulatory authorities and other regulatory bodies having jurisdiction with respect to approval or acceptance for filing of the U.S. Bidding ProceduresSale Order Offering, reports of trades and the Canadian Sales ProcessApproval and Vesting Order. Without similar stock exchange or regulatory filings including, without limiting the generality of the foregoing, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THATdisclosure to the 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 otherwise required or permitted by law. Furthermore, EXCEPT AS EXPRESSLY PROVIDED HEREIN the Purchaser is hereby notified that: (INCLUDING IN ANNEX I)i) the Company may deliver to the Ontario Securities Commission certain personal information pertaining to the Purchaser, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITYincluding such Purchaser's full name, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETSresidential address and telephone number, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTYthe number of Units purchased by the Purchaser and the total purchase price paid for such Units, OR REGARDING THE SCOPEthe prospectus exemption relied on by the Company and the date of distribution of the Units, (ii) such information is being collected indirectly by the Ontario Securities Commission 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 Ontario, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED PATENTSand (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 Xxxxx 0000, JOINTLY OWNED PATENTSXxx 00, SPECIFIED UK PATENTS00 Xxxxx Xxxxxx Xxxx Xxxxxxx, OR UNDISCLOSED PATENT INTERESTSXxxxxxx, X0X 0X0 Telephone: (000) 000-0000 (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 in 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 effect that the Warrant and the Warrant Shares have been registered under the 1933 Act or are exempt from registration thereunder. (o) The Purchaser is aware that (i) the 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 capital resources may result in the failure of the Company's business. (p) The Purchaser is aware that under the rules of the U.S. Securities and Exchange Commission, 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 securities beneficially held by them.

PURCHASER’S ACKNOWLEDGMENTS. Exclusivity of Representations 7.1 The Purchaser acknowledges that: - 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 Warrantiesabsolute discretion requires. Each 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 Parent Seller, with power of substitution, to call and theThe Purchaser is experienced and sophisticated with respect to transactions attend any meeting of the type contemplated 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; 7.1.2 for so long as the Seller owns a section or the right to extend the Scheme by this Agreement the erection of at least one section, as anticipated in Section 25 of Act 95/1986; 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 other Transaction Documents. In consultation with experienced counsel and advisors appointment of its choice, each Managing Agents of the Parent and Scheme; and 7.1.2.2 the Purchaser has conducted its own independent review and analysis shall not be entitled to vote in favour of the Assets, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents. Each of the Parent and theThe Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, contracts and other properties related to the Assets as it required to complete its review, and that it and its representatives have been provided with an opportunity to meet with the officers and other employees of the Sellers, to discuss the conduct of business related to the Assets. Each of the Parent and theThe Purchaser acknowledges and agrees that: except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, neither the Parent nor the Purchaser has not relied on, and each hereby specifically disclaims, any representation or warranty from the Sellers or any Affiliate of any such Person, or the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives or any employee, officer, director, accountant, financial, legal or other representative of the Sellers or by the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives in determining whether to enter into this Agreement; except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, none of the Sellers, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose amendment of any of the Assets including under Rules without the International Convention on Contracts 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. 7.1.3 the Purchaser will be bound in relation to the occupancy of the Property, and in relation to the use of the common property, by the Conduct Rules applicable to the Scheme. The Purchaser acknowledges that he has perused the said Conduct Rules and has fully acquainted himself with the contents thereof. 7.1.4 the Purchaser will be bound by the Ecosystem Management Plan as defined in clause 1.16 above in relation to the use of the Conservation Servitude. 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 as 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 Sale harmonious operation of Goods (Geneva Convention) this Scheme, and any other applicable sale of goods Laws), the Assumed Liabilities, or any Affiliate of any such Person or as to the accuracy or completeness of any information regarding any of the foregoing for that the Sellers, or any other Person furnished or made available to the Parent or purpose the Purchaser or theirits representatives (including any projectionsirrevocably and in rem suam, estimatesnominates, budgets, offering memoranda, management presentations or due diligence materials); none of constitutes and appoints the Sellers, the Joint Administrators, the French Liquidator or any other Person shall have or be subject to any Liability to the Parent or the Purchaser or any other Person resulting from the distribution to the Parent or the Purchaser, or the Parent or Seller as the Purchaser’s useduly 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; 7.1.6 he has purchased the Property in the Scheme and transfers may be effected in phases. Transfer to the Purchaser will take place simultaneously with transfers to other purchasers in each phase of the information referred 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 Section 3.5(b)(ii); clause 6 above from Date of Possession to Date of Transfer, both days inclusive; 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; 7.1.8 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 enforceability 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 this Agreement against Finishes; 7.1.9 he understands the Sellers is subject English language and considers itself fluent therein; 7.1.10 he has had an opportunity to entry carefully read and consider the provisions of the U.S. Bidding ProceduresSale Order Contract and the Canadian Sales ProcessApproval and Vesting Order. Without limiting the generality that he has been free to secure independent legal advice in respect of the foregoingprovisions of same; 7.1.11 the Seller undertook that the Seller or the Conveyancers, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THATwould explain any provisions of the Contract which the Purchaser may not have understood fully and, EXCEPT AS EXPRESSLY PROVIDED HEREIN 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 Xxxxxx Road Water Service Provider (INCLUDING IN ANNEX IPty) 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 Xxxxxx Road Waste Water Services Provider (Pty) Ltd owns the property on Xxxxxx 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, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITYsell, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETSassign, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED PATENTS, JOINTLY OWNED PATENTS, SPECIFIED UK PATENTS, OR UNDISCLOSED PATENT INTERESTScede or dispose of the Purchaser's rights under this Contract.

PURCHASER’S ACKNOWLEDGMENTS. Exclusivity of Representations The Purchaser acknowledges that: (a) This Contract contains all the terms and Warranties. Each conditions of the Parent and theThe Purchaser is experienced and sophisticated with respect to transactions sale of the type contemplated property by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choiceVendor to the Purchaser; (b) There are no promises, each representations or warranties made by the 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 Parent and Vendor does not have any authority in relation to the Purchaser has conducted its own independent review and analysis sale of the Assetsproperty to make any promise, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents. Each of the Parent and theThe Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, contracts and other properties related to the Assets as it required to complete its review, and that it and its representatives have been provided with an opportunity to meet with the officers and other employees of the Sellers, to discuss the conduct of business related to the Assets. Each of the Parent and theThe Purchaser acknowledges and agrees that: except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, neither the Parent nor the Purchaser has not relied on, and each hereby specifically disclaims, any representation or warranty from binding on the Sellers Vendor which is not included in this Contract; (d) Any such promises, representations or warranties to the extent that they have been made, are hereby expressly negatived and withdrawn; (e) The Purchaser 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 Affiliate claim for compensation or damages because of the existence of any such Person, or encroachments affecting the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives or any employee, officer, director, accountant, financial, legal or other representative of the Sellers or by the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives in determining whether to enter into this Agreement; except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, none of the Sellers, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, or any Affiliate of any such Person has made any representation or warranty, express or implied, as land; (g) The property is purchased subject to the Assets existence or otherwise of approvals, consents, permits, certificates and licences from authorities relating to the property (including any implied representation conditions attaching to them) including any failure to comply with or warranty as obtain any such approvals, consents, permits, certificates and licences (or any conditions attaching to them); (h) The property is purchased by the Purchaser subject to the condition, merchantability, suitability or fitness for a particular purpose 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 the Assets including under the International Convention on Contracts for the Sale of Goods (Geneva Convention) Purchaser's own inspections and any other applicable sale of goods Laws), the Assumed Liabilities, or any Affiliate of any such Person or as to the accuracy or completeness of any information regarding any of the foregoing that the Sellers, or any other Person furnished or made available to the Parent or the Purchaser or theirits representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); none of the Sellers, the Joint Administrators, the French Liquidator or any other Person shall have or be subject to any Liability to the Parent or the Purchaser or any other Person resulting from the distribution to the Parent or the Purchaser, or the Parent or the Purchaser’s use, of the information referred to in Section 3.5(b)(ii); and the enforceability of this Agreement against the Sellers is subject to entry of the U.S. Bidding ProceduresSale Order and the Canadian Sales ProcessApproval and Vesting Order. Without limiting the generality of the foregoing, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN (INCLUDING IN ANNEX I), THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETS, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED PATENTS, JOINTLY OWNED PATENTS, SPECIFIED UK PATENTS, OR UNDISCLOSED PATENT INTERESTSenquiries.

PURCHASER’S ACKNOWLEDGMENTS. Exclusivity of Representations and Warranties. Each of the Parent and theThe Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, each of the Parent and the Purchaser has conducted its own independent review and analysis of the Assets, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents. Each of the Parent and theThe Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, contracts and other properties related to the Assets as it required to complete its review, and that it and its representatives have been provided with an opportunity to meet with the officers and other employees of the Sellers, to discuss the conduct of business related to the Assets. Each of the Parent and theThe 5.1 The Purchaser acknowledges and agrees with the Company (which acknowledgements and agreements shall survive the Closing) that: except : (a) The Company has not established any minimum or maximum number of Units which may be issued and accordingly, the 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 representations merits of the Securities, and warranties expressly set forth in Article IV and there is no government or other insurance covering the statements set forth in Annex ISecurities. (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, neither the Parent nor the Purchaser has relied solely upon publicly available information relating to the Company and not relied onupon 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 xxx.xxxxx.xxx (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 each hereby specifically disclaimsin 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 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 representation or warranty from Warrant Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Sellers or any Affiliate Purchaser of any such Personthe Shares, the Warrants or the Joint AdministratorsWarrant Shares. The Purchaser hereby agrees to indemnify and save harmless the Company, the French Liquidator or any of their firmsand its respective directors, partnersofficers, employees, advisors, affiliates, shareholders and agents, advisors and its respective counsel, against all losses, claims, costs, expenses and damages or representatives or any employee, officer, director, accountant, financial, legal or other representative of the Sellers or by the Joint Administrators, the French Liquidator or liabilities which any of their firms, partners, employees, agents, advisors them may suffer or representatives in determining whether to enter into this Agreement; except for the representations incur and warranties expressly set forth in Article IV and the statements set forth in Annex I, none of the Sellerswhich are caused by or arise from any inaccuracy in, or any employeebreach or misrepresentation by the Purchaser of, officerany such representations, directorwarranties, accountant, financial, legal covenants or acknowledgements. The Purchaser undertakes to immediately notify the Company of any change in any statement or other representative information relating to the Purchaser set forth herein that takes place prior to the Closing. (g) The sale and delivery of the Sellers, or any Affiliate of any such Person has made any representation or warranty, express or implied, as Units to the Assets (including Purchaser is conditional upon such sale being exempt from the requirement to file a prospectus or registration statement or to prepare and deliver an offering memorandum or similar document under any implied representation or warranty as applicable statute relating to the condition, merchantability, suitability or fitness for a particular purpose of any sale of the Assets including Units or upon the issuance of such orders, consents or approvals as may be required to 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 the fact that the Company is collecting the Purchaser's personal information (as that term is defined under applicable privacy legislation, including, without limitation, the International Convention on Contracts for the Sale of Goods Personal Information Protection and Electronic Documents Act (Geneva ConventionCanada) and any other applicable sale of goods Lawssimilar, replacement or supplemental provincial or federal legislation or laws in effect from time to time), for the Assumed Liabilities, or any Affiliate purpose of any such Person or as completing this Subscription Agreement. The Purchaser acknowledges and consents to the accuracy Company retaining such personal information for as long as permitted or completeness of any information regarding any of required by law or business practices. The Purchaser further acknowledges and consents to the foregoing fact that the Sellers, or any other Person furnished or made available to Company may be required by the Parent or the Purchaser or theirits representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); none of the Sellers, the Joint Administrators, the French Liquidator or any other Person shall have or be subject to any Liability to the Parent or the Purchaser or any other Person resulting from the distribution to the Parent or the PurchaserSecurities Laws, or the Parent rules and policies of any stock exchange to provide regulatory authorities or stock exchanges with any personal information provided by the Purchaser 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 acknowledges and agrees that the Company may use and disclose the Purchaser’s use's personal information, and consents thereto, as follows: (i) for internal use with respect to managing the relationships between and contractual obligations of the information referred to in Section 3.5(b)(ii); Company and the enforceability of this Agreement against Purchaser; (ii) for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to the Sellers is subject Canada Revenue Agency; (iii) disclosure to entry stock exchanges and securities regulatory authorities and other regulatory bodies having jurisdiction with respect to approval or acceptance for filing of the U.S. Bidding ProceduresSale Order Offering, reports of trades and the Canadian Sales ProcessApproval and Vesting Order. Without similar stock exchange or regulatory filings including, without limiting the generality of the foregoing, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THATdisclosure to the 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 otherwise required or permitted by law. Furthermore, EXCEPT AS EXPRESSLY PROVIDED HEREIN the Purchaser is hereby notified that: (INCLUDING IN ANNEX I)i) the Company may deliver to the Ontario Securities Commission certain personal information pertaining to the Purchaser, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITYincluding such Purchaser's full name, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETSresidential address and telephone number, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTYthe number of Units purchased by the Purchaser and the total purchase price paid for such Units, OR REGARDING THE SCOPEthe prospectus exemption relied on by the Company and the date of distribution of the Units, (ii) such information is being collected indirectly by the Ontario Securities Commission 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 Ontario, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED PATENTSand (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 Xxxxx 0000, JOINTLY OWNED PATENTSXxx 00, SPECIFIED UK PATENTS00 Xxxxx Xxxxxx Xxxx Xxxxxxx, OR UNDISCLOSED PATENT INTERESTSXxxxxxx, X0X 0X0 Telephone: (000) 000-0000 (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 in 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 effect that the Warrant and the Warrant Shares have been registered under the 1933 Act or are exempt from registration thereunder. (m) The Purchaser is aware that (i) the 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 capital resources may result in the failure of the Company's business. (n) The Purchaser is aware that under the rules of the U.S. Securities and Exchange Commission, 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 securities beneficially held by them.

PURCHASER’S ACKNOWLEDGMENTS. Exclusivity of Representations and Warranties. Each of the Parent and theThe Purchaser is experienced and sophisticated with respect to transactions of the type contemplated by this Agreement and the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, each of the Parent and the Purchaser has conducted its own independent review and analysis of the Assets, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents. Each of the Parent and theThe Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, contracts and other properties related to the Assets as it required to complete its review, and that it and its representatives have been provided with an opportunity to meet with the officers and other employees of the Sellers, to discuss the conduct of business related to the Assets. Each of the Parent and theThe The Purchaser acknowledges and agrees that: except : (a) the Warranties given by the Vendor are the only representations, warranties or other assurances of any kind given by or on behalf of the Vendor and on which the Purchaser may rely in entering into this Agreement; (b) no other statement, promise or forecast made by or on behalf of the Vendor may form the basis of, or be pleaded in connection with, any claim by the Purchaser under or in connection with this Agreement; (c) any claim by the Purchaser in connection with the Warranties (`Warranty Claim') is subject to the provisions of this Section 8 and Section 9; and (d) other than as fairly disclosed in the Disclosure Schedule in accordance with Section 8.2(a), at the time of entering into this Agreement the Purchaser is not aware of any breach of any Warranty given by the Vendor save for: (i) information received from the Vendor's solicitors (but subsequently withdrawn) that Hugh XxXxxxxx, Xxnn Xxxxxx xxx certain other employees have an interest in certain Sale Shares to be sold by Vendor to the Purchaser under this Agreement; (ii) the Company may be liable for interest and penalties in respect of goods and services tax which was not paid when due in the period prior to Closing and which was not provided for in the Company Financial Statements; (iii) information received from the Vendor's solicitors that a former customer, Mr Pxxx Till, has filed a counterclaim in the New Zealand District Court against the Company, in the amount of $90,000, claiming loss of profit and punitive damages for breach of contract; (iv) the Company may be liable for resident withholding tax and/or interest and penalties in respect of resident withholding tax not deducted and paid when due in the period prior to Closing and which was not provided for in the Company's Financial Statements; (v) the Company may be liable for income tax and/or interest and/or penalties in respect of tax on income for the representations 1999 and/or 2000 income years which has not been paid in the period prior to Closing and warranties expressly set forth which was not provided for in Article IV and the statements set forth in Annex I, neither the Parent nor Company's Financial Statements; and (vi) the Purchaser has not relied onbeen informed by PricewaterhouseCoopers that, in its view, the provision for doubtful debts in the Company's Financial Statements is inadequate, and in respect of each hereby specifically disclaims, any representation or warranty from of which the Sellers or any Affiliate of any such Person, or the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives or any employee, officer, director, accountant, financial, legal or other representative of the Sellers or by the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives in determining whether to enter into this Agreement; except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, none of the Sellers, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, or any Affiliate of any such Person has made any representation or warranty, express or implied, as Purchaser shall be entitled to the Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets including rights under the International Convention on Contracts for the Sale of Goods (Geneva Convention) and any other applicable sale of goods Laws), the Assumed Liabilities, or any Affiliate of any such Person or as to the accuracy or completeness of any information regarding any of the foregoing that the Sellers, or any other Person furnished or made available to the Parent or the Purchaser or theirits representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); none of the Sellers, the Joint Administrators, the French Liquidator or any other Person shall have or be subject to any Liability to the Parent or the Purchaser or any other Person resulting from the distribution to the Parent or the Purchaser, or the Parent or the Purchaser’s use, of the information referred to in Section 3.5(b)(ii); and the enforceability of this Agreement against the Sellers is subject which it otherwise would have been entitled to entry of the U.S. Bidding ProceduresSale Order and the Canadian Sales ProcessApproval and Vesting Order. Without limiting the generality of the foregoing, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN (INCLUDING IN ANNEX I), THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETS, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED PATENTS, JOINTLY OWNED PATENTS, SPECIFIED UK PATENTS, OR UNDISCLOSED PATENT INTERESTSbut for such awareness.

PURCHASER’S ACKNOWLEDGMENTS. Exclusivity of Representations Buyer agrees and Warranties. Each acknowledges ---------------------------- the following: (a) Since December 30, 1997, Buyer has appointed the majority of the Parent and theThe Purchaser is experienced and sophisticated with respect to transactions members of the type contemplated by this Agreement and Board of Directors of the other Transaction Documents. In consultation with experienced counsel and advisors General Partners that serve as the sole general partner of its choice, each of the Parent Partnerships and, accordingly, Buyer has been in control of the Partnerships; (b) As a result of its position as the majority owner of each of the Partnerships and the Purchaser has conducted its own independent review and analysis party controlling the Board of Directors of each of the AssetsPartnerships, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents. Each of the Parent and theThe Purchaser acknowledges that it and its representatives have been permitted such Buyer has had full access to all material transactions affecting the books and records, contracts and other properties related to the Assets as it required to complete its review, and that it and its representatives have been provided with an opportunity to meet with the officers and other employees of the Sellers, to discuss the conduct of business related to the Assets. Each of the Parent and theThe Purchaser acknowledges and agrees that: except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, neither the Parent nor the Purchaser has not relied on, and each Partnerships. (c) Purchasers hereby specifically disclaims, any representation or warranty from the Sellers or any Affiliate assume all risk of any such Person, or defaults under the Joint Administrators, the French Liquidator or Leases as a result of this transaction and any of their firms, partners, employees, agents, advisors or representatives or any employee, officer, director, accountant, financial, legal or other representative of the Sellers or claims by the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives in determining whether to enter into this Agreement; except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, none of the Sellers, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets including lessors resulting from same and hereby agree to indemnify and hold harmless the 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 International Convention on Contracts 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 Sale Act; (iii) Purchasers have such knowledge and experience in financial and business matters to be capable of Goods evaluating the merits and risks of its investment in the Partnership Interests; (Geneva Conventioniv) 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 applicable sale of goods Laws), the Assumed Liabilities, or any Affiliate of any such Person or as to the accuracy or completeness of any information regarding any of the foregoing representations and warranties; and (v) Purchasers understand that the SellersPartnership Interests cannot be sold, transferred or any other Person furnished assigned, unless they first are registered under the Act or made an exemption from registration is available to the Parent or the Purchaser or theirits representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materialsand then may be sold only in compliance with all applicable state securities laws); none of the Sellers, the Joint Administrators, the French Liquidator or any other Person shall have or be subject to any Liability to the Parent or the Purchaser or any other Person resulting from the distribution to the Parent or the Purchaser, or the Parent or the Purchaser’s use, of the information referred to in Section 3.5(b)(ii); and the enforceability of this Agreement against the Sellers is subject to entry of the U.S. Bidding ProceduresSale Order and the Canadian Sales ProcessApproval and Vesting Order. Without limiting the generality of the foregoing, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN (INCLUDING IN ANNEX I), THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETS, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED PATENTS, JOINTLY OWNED PATENTS, SPECIFIED UK PATENTS, OR UNDISCLOSED PATENT INTERESTS.

PURCHASER’S ACKNOWLEDGMENTS. Exclusivity of Representations and Warranties. Each 7.1 The Purchaser will be bound in relation to the occupancy of the Parent property, and theThe 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 is experienced acknowledges that he has perused the said Rules and sophisticated has fully acquainted himself with respect to transactions the contents thereof. Any breach by the Purchaser of the type contemplated by Rules prior to registration of transfer, shall constitute a breach of this Agreement and entire agreement in which event the other Transaction Documents. In consultation with experienced counsel and advisors of its choice, each Seller may avail himself of the Parent provisions of Clause 11 hereof. 7.2 Pending transfer the Purchaser shall not be entitled to let or otherwise part with occupation of the 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 Purchaser’s obligations to the Seller hereunder or in terms of the Rules that may be enforceable from time to time. 7.3 The Purchaser acknowledges that he and every person claiming occupation and use through him may suffer inconvenience from building operations and from noise and dust resulting therefrom and the Purchaser has conducted its own independent review and analysis of shall have no claim whatsoever against the AssetsSeller or the Body Corporate, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents. Each of the Parent and theThe Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, contracts and other properties related to the Assets as it required to complete its review, and that it and its representatives have been provided with an opportunity to meet with the officers and other employees of the Sellers, to discuss the conduct of business related to the Assets. Each of the Parent and theThe Purchaser acknowledges and agrees that: except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, neither the Parent nor the Purchaser has not relied on, and each hereby specifically disclaims, any representation or warranty from the Sellers or any Affiliate by reason of any such Person, or the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives or any employee, officer, director, accountant, financial, legal or other representative of the Sellers or by the Joint Administrators, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives in determining whether to enter into this Agreement; except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex I, none of the Sellers, or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, or any Affiliate of any such Person has made any representation or warranty, express or implied, as to the Assets (including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any of the Assets including under the International Convention on Contracts for the Sale of Goods (Geneva Convention) and any other applicable sale of goods Laws), the Assumed Liabilities, or any Affiliate of any such Person or as to the accuracy or completeness of any information regarding any of the foregoing that the Sellers, or any other Person furnished or made available to the Parent or the Purchaser or theirits representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); none of the Sellers, the Joint Administrators, the French Liquidator or any other Person shall have or be subject to any Liability to the Parent or the Purchaser or any other Person resulting inconvenience. 7.4 In no way detracting from the distribution to the Parent or the Purchaser, or the Parent or the Purchaser’s use, of the information referred to in Section 3.5(b)(ii); and the enforceability of this Agreement against the Sellers is subject to entry of the U.S. Bidding ProceduresSale Order and the Canadian Sales ProcessApproval and Vesting Order. Without limiting the generality of any other provision of this Contract it is recorded that the foregoing, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN (INCLUDING IN ANNEX I), THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETS, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED PATENTS, JOINTLY OWNED PATENTS, SPECIFIED UK PATENTS, OR UNDISCLOSED PATENT INTERESTSdesign and layout of the Estate may 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 Property for internet browsing and email access as well as a DSTV signal which installation may not be completed until erection of all buildings in the estate. 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 members of the Association and shall be collected by the Association as part of its monthly levy payable to it.