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 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 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 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 of Representations and Warranties. Each 10.1 The Body Corporate shall not do anything which shall be in contravention of the Parent Association’s Memorandum of Incorporation or its Rules and theThe the Body Corporate, once formed, shall be required to give the Association an undertaking to this effect. 10.2 The Purchaser is experienced and sophisticated with respect shall not be entitled to transactions sell or otherwise transfer ownership of the type contemplated Property unless it is a suspensive condition of such sale or other transfer that – 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 this Agreement 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); 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. 10.3 The Purchaser acknowledges that in the 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 other Transaction Documents. In consultation with experienced counsel and advisors member’s interest, shares or beneficial interest (as the case may be), being disposed, of its choiceprivately, each (i.e. without the assistance of an estate agent), or in the event of the Parent and Purchaser letting the Purchaser has conducted its own independent review and analysis of the AssetsProperty, then in that event, 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 shall be responsible for payment of an administration fee charged by the Association in consideration for attending to its 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 its representatives 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 permitted 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 access 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 books permission of the Body Corporate, in terms of the Act and recordsthe local authority. 10.5 In no way detracting from the generality of any other provision in this Agreement, contracts and other properties related to it is specifically recorded that the Assets as it required to complete its review, and that it and its representatives have been provided with an opportunity to meet Purchaser shall at all times comply with the officers and other employees provisions of the Sellers, to discuss Environmental Management Plan. In the conduct of business related to the Assets. Each event of the Parent and theThe Purchaser acknowledges and agrees that: except for breaching the representations and warranties expressly set forth provisions of this clause 10.4, then in Article IV and that event, the statements set forth Seller shall be entitled, (without prejudice to any rights the Seller may have in Annex Iterms of this Agreement or at Law), neither the Parent nor claim from the Purchaser has not relied onall damages, and each hereby specifically disclaims, any representation or warranty from the Sellers or any Affiliate of any such Person, or the Joint Administratorsincluding consequential damages, the French Liquidator or any Seller may suffer as a result 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, breach of the information referred 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 absolute discretion, in an amount as determined by the Association from time to 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 3.5(b)(ii); shall be used exclusively for the 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 enforceability Body Corporate of the Scheme to be assigned to the Association and by his signature hereto, appoints the Chairman of the Association from time to time, irrevocably and in rem suam, as 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, the Purchaser shall ensure that the agreement makes provision for the requirements contained in clauses 10.2 and 10.8 above. 10.10 The Purchaser shall 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 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 against it is recorded that the Sellers is subject to entry design and layout of the U.S. Bidding ProceduresSale Order Estate may vary as the Estate is developed and the Canadian Sales ProcessApproval Developer shall in no way be bound to its current plans for the design and Vesting Order. Without limiting the generality layout of the foregoingEstate. 10.12 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. 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. 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, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THATthe Association shall enter into agreement with the Ethekwini Municipality on such terms and conditions as the directors of the Association deem fit, EXCEPT AS EXPRESSLY PROVIDED HEREIN in order to deal with the efficient discharge and treatment of sewerage and effluent. Such agreement shall include, inter alia, a guarantee by the Association in favour of the Ethekwini Municipality, for the obligations imposed on the Association in respect of the discharge and treatment of 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. 10.14 It is recorded that the Association shall be the supplier of electricity to properties within the Estate (INCLUDING IN ANNEX Iincluding 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, 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 Agreement.

PURCHASER’S ACKNOWLEDGMENTS. Exclusivity of Representations 5.1 The Purchaser acknowledges and Warranties. Each of agrees with the Parent and theThe Purchaser is experienced and sophisticated with respect to transactions of Company, the type contemplated by this Agreement Agents and the other Transaction Documents. In consultation with experienced counsel U.S. Affiliate (which acknowledgements and advisors of its choice, each of agreements shall survive the Parent Closing) that: (a) The Warrants are subject to resale restrictions under Applicable Securities Laws and the Purchaser has conducted its own independent review and analysis of covenants that it will not resell the Assets, Warrants or the Assumed Liabilities, Warrant Shares except in compliance with such laws 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 is solely responsible (and its representatives have been permitted none of the Company, the Agents, the U.S. Affiliate or their respective legal counsel are in any way responsible) for such access compliance. The Purchaser is advised to consult the Purchaser’s own 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 books Company and recordsnot 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, contracts 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 other properties related 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 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 Assets Purchaser’s particular objectives, financial situation and needs. (e) 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 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 it 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 Xxxxxxxxxxx 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 orders, consents or approvals as may be required to complete its reviewpermit such sale without the requirement of filing a prospectus, registration statement or similar document or preparing and that it and its representatives have been provided with delivering 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 offering memorandum or similar document. (g) The Purchaser acknowledges and agrees that: except for consents to: (i) the representations and warranties expressly set forth in Article IV fact that the Company, the Agents and the statements set forth in Annex IU.S. Affiliate are 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 similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time), for the purpose of goods completing this Subscription Agreement; (ii) the Company, the Agents 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, the Agents and 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 Investment Industry Regulatory Organization of Canada to provide Regulatory Authorities (as defined below) with any personal information provided by the Purchaser in this Subscription Agreement; (h) The Purchaser acknowledges and agrees that the Company, the Agents and the U.S. Affiliate may use and disclose the Purchaser’s personal information, and consents thereto, for: (i) internal use with respect to managing the relationships between and contractual obligations of the Company, the Agents, the U.S. Affiliate and the Purchaser; (ii) use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to the 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 Offering, reports of trades and similar stock exchange or regulatory filings to be filed by the 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 that in the case of (ii), (iii), (iv), (vii) and (viii), the Assumed LiabilitiesCompany shall notify the Purchaser of such disclosure and Furthermore, or any Affiliate of any such Person or as the Purchaser is hereby notified that: (ix) the Company may deliver to the accuracy Regulatory Authorities, including the Ontario Securities Commission and 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 completeness 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; (x) 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 Assistant to the Director of Corporate Finance Ontario Securities Commission Xxxxx 0000, Xxx 0000, Xxxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0 Telephone: 000-000-0000 (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 deemed to have authorized the indirect collection of personal information by the Regulatory Authorities; (xiv) certain information pertaining to the Purchaser will be available for public inspection at the British Columbia Securities Commission during normal business hours, including the Purchaser’s full name, whether the Purchaser is an insider of the Company or a registrant, the number of 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 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 about the Purchaser or any other Person resulting from the distribution individual whose identity is required to be disclosed to the Parent or TSXV, pursuant to the Purchaserpolicies 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), or the Parent or 5.1(h), and 5.1(i) hereof on its own behalf. (k) The Purchaser has been advised to consult the Purchaser’s useown legal advisors with respect to applicable resale restrictions and the Purchaser is solely responsible, and none of the information referred to Company, the Agents or the U.S. Affiliate are in Section 3.5(b)(ii); any way responsible, for compliance with applicable resale restrictions, and the enforceability of this Agreement against Purchaser further acknowledges that the Sellers Company’s and the Agents’ legal counsel are acting solely as counsel to the Company and the Agents, respectively, and not as counsel to the Purchaser. (l) The Purchaser is subject to entry aware of the U.S. Bidding ProceduresSale Order characteristics of the Securities and the Canadian Sales ProcessApproval risks relating to an investment therein and Vesting Order. Without limiting agrees that the generality 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 foregoing, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN Purchaser’s proposed investment in the Securities. (INCLUDING IN ANNEX In) 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), 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 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 5.1 The Purchaser acknowledges and Warranties. Each of agrees with the Parent and theThe Purchaser is experienced and sophisticated with respect to transactions of Company, the type contemplated by this Agreement Agents and the other Transaction Documents. In consultation with experienced counsel U.S. Affiliate (which acknowledgements and advisors of its choice, each of agreements shall survive the Parent Closing) that: (a) The Shares are subject to resale restrictions under Applicable Securities Laws and the Purchaser has conducted its own independent review and analysis of covenants that it will not resell the Assets, the Assumed Liabilities, Shares except in compliance with such laws 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 is solely responsible (and its representatives have been permitted none of the Company, the Agents, the U.S. Affiliate or their respective legal counsel are in any way responsible) for such access compliance. The Purchaser is advised to consult the Purchaser’s own legal advisors in this regard. (b) The Shares are being offered for sale only on a “private placement” basis. (c) In purchasing the Shares, the Purchaser has relied solely upon publicly available information relating to the books Company and recordsnot 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, contracts except as set forth in Section 7 hereto. The Purchaser’s decision to purchase the Shares was made on the basis of publicly available information. The Agents and other properties related 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 whether all information concerning the Company required to be disclosed by the Company has been generally disclosed. (d) The offer of the Shares does not constitute a recommendation to purchase the Shares 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 Assets Purchaser’s particular objectives, financial situation and needs. (e) 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 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 Shares. The Purchaser further agrees that by accepting the Shares the Purchaser shall be representing and warranting that the foregoing representations and warranties are true as it at the Closing and that they shall survive the purchase by the Purchaser of the Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Purchaser of the Shares for a period of two years. The Purchaser undertakes to immediately notify the Company and Xxxxxxxxxxx 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 Shares, 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 Shares or upon the issuance of such orders, consents or approvals as may be required to complete its reviewpermit such sale without the requirement of filing a prospectus, registration statement or similar document or preparing and that it and its representatives have been provided with delivering 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 offering memorandum or similar document. (g) The Purchaser acknowledges and agrees that: except for consents to: (i) the representations and warranties expressly set forth in Article IV fact that the Company, the Agents and the statements set forth in Annex IU.S. Affiliate are 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 similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time), for the purpose of goods completing this Subscription Agreement; (ii) the Company, the Agents 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, the Agents and 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 Investment Industry Regulatory Organization of Canada to provide Regulatory Authorities (as defined below) with any personal information provided by the Purchaser in this Subscription Agreement; (h) The Purchaser acknowledges and agrees that the Company, the Agents and the U.S. Affiliate may use and disclose the Purchaser’s personal information, and consents thereto, for: (i) internal use with respect to managing the relationships between and contractual obligations of the Company, the Agents, the U.S. Affiliate and the Purchaser; (ii) use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to the 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 Offering, reports of trades and similar stock exchange or regulatory filings to be filed by the 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 that in the case of (ii), (iii), (iv), (vii) and (viii), the Assumed LiabilitiesCompany shall notify the Purchaser of such disclosure and Furthermore, or any Affiliate of any such Person or as the Purchaser is hereby notified that: (ix) the Company may deliver to the accuracy Regulatory Authorities, including the Ontario Securities Commission and 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 completeness a registrant, the number of Shares purchased by the Purchaser and the total purchase price paid for such Shares, the prospectus exemption relied on by the Company and the date of distribution of the Shares; (x) 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 Assistant to the Director of Corporate Finance Ontario Securities Commission Xxxxx 0000, Xxx 0000, Xxxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0 Telephone: 000-000-0000 (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 Shares, the Purchaser shall be deemed to have authorized the indirect collection of personal information by the Regulatory Authorities; (xiv) certain information pertaining to the Purchaser will be available for public inspection at the British Columbia Securities Commission during normal business hours, including the Purchaser’s full name, whether the Purchaser is an insider of the Company or a registrant, the number of Shares purchased by the Purchaser, and the total subscription price paid for such Shares; 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 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 about the Purchaser or any other Person resulting from the distribution individual whose identity is required to be disclosed to the Parent or TSXV, pursuant to the Purchaserpolicies 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), or the Parent or 5.1(h), and 5.1(i) hereof on its own behalf. (k) The Purchaser has been advised to consult the Purchaser’s useown legal advisors with respect to applicable resale restrictions and the Purchaser is solely responsible, and none of the information referred to Company, the Agents or the U.S. Affiliate are in Section 3.5(b)(ii); any way responsible, for compliance with applicable resale restrictions, and the enforceability of this Agreement against Purchaser further acknowledges that the Sellers Company’s and the Agents’ legal counsel are acting solely as counsel to the Company and the Agents, respectively, and not as counsel to the Purchaser. (l) The Purchaser is subject to entry aware of the U.S. Bidding ProceduresSale Order characteristics of the Securities and the Canadian Sales ProcessApproval risks relating to an investment therein and Vesting Order. Without limiting agrees that the generality 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 foregoing, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN Purchaser’s proposed investment in the Securities. (INCLUDING IN ANNEX In) 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), 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 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 (a) 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 review, analysis and analysis investigations of the Business, the Acquired Assets, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this Agreement and the other Transaction Documents. Each , as it deems necessary and appropriate in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the Parent transactions contemplated hereby 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 thereby. (b) Purchaser acknowledges and agrees that: : (i) except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex IIV, neither the Parent nor the Purchaser has not relied on, and each hereby specifically disclaims, on 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 Person or any employee, officer, director, accountant, financial, legal or other representative of the Sellers or by the Joint AdministratorsSellers, the French Liquidator or any of their firms, partners, employees, agents, advisors or representatives in determining whether to enter into this Agreement; Agreement and none of Sellers or any other Person (including any officer, director, member or partner of any Seller or its Affiliates) shall have or be subject to any liability to Purchaser, or any other Person, resulting from Purchaser’s use of any information, documents or materials made available to Purchaser in any “data rooms”, management presentations, due diligence or in any other form in expectation of the transactions contemplated by this Agreement or the other Transaction Documents; (ii) except for the representations and warranties expressly set forth in Article IV and the statements set forth in Annex IIV, none of the Sellers, Sellers or any employee, officer, director, accountant, financial, legal or other representative of the Sellers, has made or any Affiliate of any such Person has will be deemed to have made any representation or warranty, statutory, express or implied, written or oral, at Law or in equity, as to the Business (or the value or future thereof, including with respect to pro forma financial information, financial projections or other forward-looking statements of Sellers), the Acquired 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)Acquired Assets, the Assumed Liabilities, 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, Sellers or any other Person furnished or made available to the Parent or the Purchaser or theirits and its representatives (including any projections, estimates, budgets, offering memoranda, management presentations or due diligence materials); none ), Sellers’ operations, assets, stock, Liabilities or prospects, or the transactions contemplated by this Agreement or the Transaction Documents, and Purchaser will make no claim with respect thereto; (iii) except for the representations and warranties expressly set forth in Article IV, and subject to the terms of the SellersBankruptcy Consents, 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 Designated Purchaser shall acquire the distribution to the Parent Acquired Assets on an “as is” and “where is” basis without any warranty whatsoever, legal or the Purchaserconventional, or the Parent or the at Purchaser’s use, of the information referred to in Section 3.5(b)(ii); and own risk; (iv) the enforceability of this Agreement against the Sellers is subject to entry receipt of the U.S. Bidding ProceduresSale Order and Bankruptcy Consents; and (v) notwithstanding anything to the Canadian Sales ProcessApproval and Vesting Order. Without limiting contrary contained herein, Purchaser’s obligations to consummate the generality transactions contemplated by this Agreement or other Transaction Documents are not conditioned or contingent in any way upon the receipt of the foregoingfinancing from any Person. (c) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN Article IV, EACH OF THE PARENT AND THE PURCHASER ACKNOWLEDGES THAT SELLERS HAVE NOT GIVEN AND AGREES THATWILL NOT BE DEEMED TO HAVE GIVEN ANY OTHER REPRESENTATIONS OR WARRANTIES, EXCEPT AS EXPRESSLY PROVIDED HEREIN (INCLUDING IN ANNEX I)STATUTORY, THERE ARE NO EXPRESS OR IMPLIED IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY AND ALL CONDITIONS, WARRANTIES OR TITLE REPRESENTATIONS EXPRESSED OR IMPLIED PURSUANT TO THE SALE OF ASSETSGOODS ACT (ONTARIO), THE CIVIL CODE OF QUÉBEC 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 INTERESTSSIMILAR LEGISLATION DO NOT APPLY HERETO AND ARE HEREBY WAIVED BY PURCHASER.