Common use of Representations and Warranties of the Purchaser Clause in Contracts

Representations and Warranties of the Purchaser. As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents, warrants and convenants to the Seller Company that, as of the related Closing Date or as of such date specifically provided herein: (a) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of Delaware and is qualified to enter into this Agreement transact business in, is in good standing under the laws of, and to consummate possesses all licenses necessary for the transactions contemplated hereby, the Purchaser hereby makes the following representations and warrantiesconduct of its business in, each of state in which any Mortgaged Property is materially true and correct on the date hereof and will be materially true and correct on the Closing Date:located or is otherwise except or not required under applicable law to effect such qualification or license; 5.1 (b) The Purchaser has full power and authority to execute and deliver hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to perform execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct its obligations hereunder. This Agreement constitutes business as presently conducted, has duly authorized the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, delivery and performance of this Agreement and all other agreements contemplated hereby have been the related Term Sheet, has duly authorized by executed and delivered this Agreement and the Purchaserrelated Term Sheet; 5.2 The (c) None of the execution and delivery of this Agreement by the Purchaser and the observance and performance related Term Sheet, the purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and provisions conditions of this Agreement on and the part related Term Sheet will conflict with any of the Purchaser to be observed and performed will not constitute terms, conditions or provisions of the Purchaser’s charter or by-laws or materially conflict with or result in a violation material breach of applicable law any of the terms, conditions or provisions of any legal restriction or any provision of any contract agreement or other instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, writ, injunction, judgment or decree statute, rule to which the Purchaser or regulation applicable to itits property is subject; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition (d) There is no litigation pending or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent threatened with respect to the Purchaser which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans, the execution, delivery or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Purchaser; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement.Agreement and the related Term Sheet except for consents, approvals, authorizations and orders which have been obtained; 5.6 (f) The Purchaser has relied solely on the reports consummation of the Company filed with transactions contemplated by this Agreement and the Securities and Exchange Commission related Term Sheet is in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that ordinary course of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.;

Representations and Warranties of the Purchaser. As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the The Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on warranties to the date hereof and will be materially true and correct on the Closing DateSellers: 5.1 3.3.1 The Purchaser has full the requisite power and authority to execute enter into and deliver perform this Agreement and to perform its obligations purchase the shares being sold to it hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, delivery and performance of this Agreement by such Purchaser and all other agreements the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the Purchaser; 5.2 The execution all necessary action, and delivery no further consent or authorization of this such Purchaser is required. This Agreement has been duly authorized, executed and delivered by the such Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with the observance terms thereof. 3.3.2 The Purchaser is, and performance will be at the time of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions execution of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finderan “accredited investor”, or agent with respect to as such term is defined in Regulation D promulgated by the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act 1933 Act”). Purchaser also represents that the entire legal , is experienced in investments and beneficial interest of the Shares is being purchasedbusiness matters, and will be held, for the Purchaser’s account (or that has made investments of a trust established for speculative nature and has purchased securities of United States publicly-owned companies in the benefit of his children) onlypast and, with its representatives, has such knowledge and neither experience in whole or in part for any financial, tax and other person. The business matters as to enable such Purchaser either has a pre-existing business or personal relationship with to utilize the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated information made available by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect make an informed investment decision with respect to the Purchaser’s own interests in connection with this transaction. 5.8 proposed purchase, which represents a speculative investment. The Purchaser realizes that has the authority and is duly and legally qualified to purchase and own shares of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 Company. The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investmentsuch investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchaser is accurate. 3.3.3 On the Closing Date, such Purchaser will purchase the Acquired Shares pursuant to the terms of this Agreement for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof. 3.3.4 The Purchaser understands and agrees that the Acquired Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Purchaser contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. In any event, and subject to compliance with applicable securities laws, the Purchaser may enter into lawful hedging transactions in the course of hedging the position they assume and the Purchaser may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of these Acquired Shares. 3.3.5 The Acquired Shares shall bear the following or similar legend: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” 3.3.6 The offer to sell the Acquired Shares was directly communicated to such Purchaser by the Company. At no time was such Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. 3.3.7 Such Purchaser represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchaser otherwise notifies the Company prior to the Closing Date shall be true and correct as of the Closing Date. 3.3.8 The foregoing representations and warranties shall survive the Closing Date and for a period of one year thereafter.

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents and warrants to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing DateCompany that: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 4.1 The Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. The Purchaser has accurately completed the Accredited Investor Questionnaire attached hereto as Exhibit A indicating the basis for such Purchaser’s accredited investor status. 4.2 The Private Placement Shares are being acquired for the Purchaser’s own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering thereof within the meaning of the Securities Act. 4.3 The Purchaser is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware. The Purchaser has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. 4.4 All action necessary to be taken by the Purchaser to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by the Purchaser in connection with the transactions contemplated hereby has been duly and validly taken and this Agreement has been duly executed and delivered by the Purchaser. This Agreement constitutes the valid, binding and enforceable obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The purchase by the Purchaser of the Private Placement Shares does not conflict with the organizational documents of the Purchaser or with any material contract by which the Purchaser or its property or assets is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to the Purchaser or its property or assets. 4.5 The Purchaser understands and acknowledges that (i) the offering of the Private Placement Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of the Private Placement Shares is exempt from registration under the Securities Act pursuant to Rule 506 of Regulation D thereof and exempt from registration pursuant to applicable state securities or blue sky laws and, therefore, the Private Placement Shares will be characterized as “restricted securities” under the Securities Act and such laws and may not be sold unless the Private Placement Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. 4.6 The Purchaser has a substantive, pre-existing relationship with the Company and was directly contacted by the Company or the Company’s agents outside of the IPO effort. The Purchaser (i) was not identified or contacted through the marketing of the IPO and (ii) did not independently contact the Company as a result of the general solicitation by means of the Registration Statement. 4.7 The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Purchaser’s prospective investment in the Private Placement Shares, and ; (ii) has the Purchaser is able ability to bear the economic risk risks of his the Purchaser’s prospective investment; and (iii) has not been offered the Private Placement Shares by any form of advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium; or broadcast over television or radio; or any seminar or meeting whose attendees have been invited by any such medium.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants as follows: (a) The Purchaser is a statutory trust duly formed, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, unless the failure to so qualify would not have a material adverse effect on (i) the interests of the Seller to enter into this Agreement and to consummate hereunder, or (ii) the transactions contemplated hereby, ability of the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. . (b) The execution, delivery, delivery and performance by the Purchaser of this Agreement and all the other agreements contemplated hereby documents to be delivered by it hereunder, (i) are within the Purchaser’s statutory trust powers, (ii) have been duly authorized by all necessary statutory trust action, and (iii) do not contravene (1) the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or ’s organizational documents, (2) any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statutelaw, rule or regulation applicable to it;the Purchaser, (3) any contractual restriction binding on or affecting the Purchaser or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Purchaser or its property. This Agreement and each of the other Transaction Documents to be delivered by the Purchaser pursuant hereto has been duly executed and delivered by the Purchaser. 5.3 (c) No insolvency proceedings authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Purchaser of the Transaction Documents to which it is a party or any characterother document to be delivered by it thereunder except for the filing of financing statements which are referred to therein. (d) This Agreement and each of the other Transaction Documents to be delivered by the Purchaser pursuant hereto constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity, whether considered in an action at law or equity). (e) On each Purchase Date, both immediately before and after giving effect to the Purchase made on such date, (i) the fair value of the property of the Purchaser is greater than the total amount of liabilities, including without limitationcontingent liabilities, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and (ii) the present fair salable value of the assets of the Purchaser has is not made an assignment for less than the benefit amount that will be required to pay all probable liabilities of creditorsthe Purchaser on its debts as they become absolute and matured, nor has (iii) the Purchaser taken any action with a view does not intend to, and does not believe that it will, incur debts or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of liabilities beyond the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent abilities to pay such debts and liabilities as they mature and (iv) the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability is not engaged in a business or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchasedtransaction, and will be heldis not about to engage in a business or a transaction, for which the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transactionproperty would constitute unreasonably small capital. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents, warrants and convenants to the Seller Company that, as of the related Closing Date or as of such date specifically provided herein: (a) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of Delaware and is qualified to enter into this Agreement transact business in, is in good standing under the laws of, and to consummate possesses all licenses necessary for the transactions contemplated hereby, the Purchaser hereby makes the following representations and warrantiesconduct of its business in, each of state in which any Mortgaged Property is materially true and correct on the date hereof and will be materially true and correct on the Closing Date:located or is otherwise except or not required under applicable law to effect such qualification or license; 5.1 (b) The Purchaser has full power and authority to execute and deliver hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to perform execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct its obligations hereunder. This Agreement constitutes business as presently conducted, has duly authorized the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, delivery and performance of this Agreement and all other agreements contemplated hereby have been the related Term Sheet, has duly authorized by executed and delivered this Agreement and the Purchaserrelated Term Sheet; 5.2 The (c) None of the execution and delivery of this Agreement by the Purchaser and the observance and performance related Term Sheet, the purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and provisions conditions of this Agreement on and the part related Term Sheet will conflict with any of the Purchaser to be observed and performed will not constitute terms, conditions or provisions of the Purchaser's charter or by-laws or materially conflict with or result in a violation material breach of applicable law any of the terms, conditions or provisions of any legal restriction or any provision of any contract agreement or other instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, writ, injunction, judgment or decree statute, rule to which the Purchaser or regulation applicable to itits property is subject; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition (d) There is no litigation pending or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s 's knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent threatened with respect to the Purchaser which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans, the execution, delivery or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Purchaser; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement.Agreement and the related Term Sheet except for consents, approvals, authorizations and orders which have been obtained; 5.6 (f) The Purchaser has relied solely on the reports consummation of the Company filed with transactions contemplated by this Agreement and the Securities and Exchange Commission related Term Sheet is in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that ordinary course of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.;

Representations and Warranties of the Purchaser. As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the The Purchaser hereby makes the following representations acknowledges, represents, warrants, and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Dateagrees as follows: 5.1 (a) The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will Shares are not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration registered under the Securities Act of 1933, as amended (the “Act Securities Act”)) or any state securities laws. The Purchaser also represents understands that the entire legal offer and beneficial interest sale of the Shares is being purchasedintended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) and Rule 506 of Regulation D, based in part upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement; (b) The Purchaser, either alone or together with his attorney, accountant, purchaser representative and/or tax advisors, has such knowledge and experience in financial, tax, and will be heldbusiness matters, for the Purchaser’s account (or that of a trust established for the benefit of his children) onlyand, and neither in whole or particular, investments in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officerssecurities, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed so as to have the capacity enable him to evaluate the merits and risks of an investment in the Shares and the Company and to protect make an informed investment decision with respect thereto; (c) The Purchaser is acquiring the Shares solely for such Purchaser’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. The Purchaser has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of any of the Shares and the Purchaser has no plans to enter into any such agreement or arrangement; (d) The Purchaser has had the opportunity to ask questions of, and receive answers from officers and directors of the Company, to review all reports and filings made by the Company with the Securities and Exchange Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “SEC Reports”), including but not limited to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and the risk factors set forth therein, and to obtain additional information regarding the Company and this Offering. The Purchaser has been given access to information regarding the Company and has utilized such access to the Purchaser’s own interests satisfaction for the purpose of obtaining such information regarding the Company as the Purchaser has reasonably requested. Such information includes the terms and conditions of the Offering, and the plan of operations of the Company’s business and financial condition of the Company contained in connection with this transaction.the SEC Reports; 5.8 (e) The Purchaser realizes understands and agrees that the purchase of the Shares will be a highly speculative investment and involves is a high degree of risk, risk investment and the Purchaser is ableable to afford an investment in a speculative venture having the risks and objectives of the Company. The Purchaser must bear the substantial economic risks of the investment in the Shares indefinitely because the Shares may not be sold, without impairing hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Legends will be placed on the certificates representing the Shares to the effect that such securities have not been registered under the Securities Act or applicable state securities laws and appropriate notations thereof will be made in the Company’s books. The Offering and the Shares have not been registered or qualified under the applicable securities laws and rules of Canada or the Exchanges. Furthermore, the Shares will include legends in substantially the following forms: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITAS (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE DATE OF ISSUE] THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY AND CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON THE TSX. (f) The Subscriber understands there are substantial restrictions on the transferability of the Shares imposed by the Securities Act and the securities laws of the states in which the Shares are sold. As such, the Purchaser acknowledges the Shares may not be sold or otherwise transferred except (i) in accordance with an effective registration statement under applicable securities laws; or (ii) in accordance with a transaction which, in the opinion of counsel acceptable to the Company, will not be in violation of applicable securities laws. The Purchaser agrees that the Purchaser will not, directly or indirectly, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of the Shares or the Purchaser’s interest in the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part thereof) except in accordance with the terms of this Agreement and in compliance with the registration requirements and any other applicable provisions of the Securities Act (and any other applicable federal securities laws) or any applicable state securities laws, or under valid exemptions therefrom. (g) The Purchaser has adequate means of providing for such Purchaser’s current financial condition, to hold needs and foreseeable contingencies and has no need for liquidity from its investment in the Shares for an indefinite period of time time. The Purchaser has a sufficient net worth to sustain a loss of the entire investment in the event such loss should occur; (h) The Purchaser acknowledges that the Shares have not been recommended by any federal, state or provincial securities commission or regulatory authority. In making an investment decision, investors must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Subscription Agreement or the other Transaction Documents. Any representation to suffer the contrary is a complete loss criminal offense. The Securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time. (i) The Purchaser has a relationship with the Company (its directors, officers, shareholders or employees) or persons acting on its behalf, preexisting the offer of the Shares to the Purchaser’s investment. 5.9 The Purchaser , such that the Company is an “accredited investor” as in a position to determine that term is defined in Regulation D under the Act and undersigned has such knowledge and experience in financial and business matters as to be that he, she or it is capable of evaluating the merits and risks of purchasing his, her or its investment in the Shares, i.e., that he, she or it is a sophisticated investor; (j) The Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or over the Internet, in connection with the offering and sale of the Shares and is not subscribing for the Securities and did not become aware of the Offering through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser in connection with investments in securities generally; (k) The Purchaser is able aware that an investment in the Shares involves a number of very significant risks and has carefully read and considered the matters set forth in the SEC Reports and, in particular, the risk factors contained therein and understands any of such risk may materially adversely affect the Company’s operations and future prospects; (l) The Purchaser is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the SEC under the Securities Act and has truthfully and accurately completed the Accredited Investor Certificate attached to bear this Subscription Agreement as Appendix A and will submit to the economic risk Company such further assurances of his investmentsuch status as may be reasonably requested by the Company; and (m) The Purchaser represents to the Company that any information which the undersigned has heretofore furnished or is furnishing herewith to the Company is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration under Federal and state securities laws in connection with the offering of the Shares to Purchaser.

Representations and Warranties of the Purchaser. As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the The Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on warranties to the date hereof and will be materially true and correct on the Closing DateCompany: 5.1 (a) The Purchaser has is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to execute and deliver this Agreement enter into and to perform consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunderhereunder and thereunder. This Agreement constitutes The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms. The execution, delivery, except: (i) as limited by general equitable principles and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivershipinsolvency, reorganization, composition or arrangement with moratorium and other laws of general application affecting enforcement of creditors’ rights generally, voluntary or involuntary, designating the Purchaser (ii) as the bankrupt or the insolvent, are pending or, limited by laws relating to the knowledge availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) The Purchaser is acquiring the Purchaser, threatened Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the Purchaser has distribution of such Shares (this representation and warranty not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of limiting the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing right to sell the Shares pursuant to the terms Registration Statement or otherwise in compliance with applicable federal and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 state securities laws). The Purchaser is purchasing acquiring the Shares solely for his own account hereunder in the ordinary course of its business. (or that of a trust established for c) At the benefit of his children) for investment time the Purchaser was offered the Shares, it was, and not with a view to or for sale in connection with any distribution as of the Shares or any portion thereof and not with any present intention of sellingdate hereof it is, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended either: (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his childreni) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act and or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (d) The Purchaser, either alone or together with its representatives, has such knowledge knowledge, sophistication and experience in business and financial and business matters so as to be capable of evaluating the merits and risks of purchasing the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of his an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. (e) The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the Company’s public filings and disclosures and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. (f) Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first discussed a potential investment with the Company and ending immediately prior to the execution of this Agreement. Other than to the Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents and warrants to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing DateCompany that: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 4.1 The Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. The Purchaser has accurately completed the Accredited Investor Questionnaire attached hereto as Exhibit A indicating the basis for such Purchaser’s accredited investor status. 4.2 The Private Placement Shares are being acquired for the Purchaser’s own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering thereof within the meaning of the Securities Act. 4.3 The Purchaser has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. 4.4 All action necessary to be taken by the Purchaser to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by the Purchaser in connection with the transactions contemplated hereby has been duly and validly taken and this Agreement has been duly executed and delivered by the Purchaser. This Agreement constitutes the valid, binding and enforceable obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The purchase by the Purchaser of the Private Placement Shares does not conflict with the organizational documents of the Purchaser or with any material contract by which the Purchaser or its property or assets is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to the Purchaser or its property or assets. 4.5 The Purchaser understands and acknowledges that (i) the offering of the Private Placement Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of the Private Placement Shares is exempt from registration under the Securities Act pursuant to Rule 506 of Regulation D thereof and exempt from registration pursuant to applicable state securities or blue sky laws and, therefore, the Private Placement Shares will be characterized as “restricted securities” under the Securities Act and such laws and may not be sold unless the Private Placement Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. 4.6 The Purchaser has a substantive, pre-existing relationship with the Company and was directly contacted by the Company or the Company’s agents outside of the IPO effort. The Purchaser (i) was not identified or contacted through the marketing of the IPO and (ii) did not independently contact the Company as a result of the general solicitation by means of the Registration Statement. 4.7 The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Purchaser’s prospective investment in the Private Placement Shares, and ; (ii) has the Purchaser is able ability to bear the economic risk risks of his the Purchaser’s prospective investment; and (iii) has not been offered the Private Placement Shares by any form of advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium; or broadcast over television or radio; or any seminar or meeting whose attendees have been invited by any such medium.

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents and warrants that (i) the Purchaser is, and the Offeror will be at the date of the Offer, a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (ii) the Purchaser has all necessary power, authority, capacity and right, and has received, or at the time it takes up and pays for Common Shares pursuant to the Seller Offer will have received all requisite approvals (including, without limitation, any necessary approval of its shareholders), to enter into this Agreement and to consummate complete the transactions contemplated hereby (iii) no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement and the transactions contemplated hereby, ; (iv) the execution and delivery by the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and the performance by the Purchaser of its obligations hereunder will not result in a violation or breach of any provisions of: (A) the Purchaser's articles or by-laws; or (B) subject to the receipt of requisite regulatory approvals, any law, regulation, order, judgment or decree; in each such case, other than any such violations or breaches that will not, individually or in the aggregate, have an adverse effect on the ability of the Purchaser to fulfil its obligations under this Agreement; (v) the Purchaser now has and the Offeror will have at the date of the Offer and until the Offeror has paid for all other agreements of the Common Shares acquired by it pursuant to the Offer financing immediately available to make the Offer on the terms as contemplated hereby have been duly authorized by and to purchase all outstanding Common Shares (on a fully-diluted basis) which may be deposited pursuant to the Purchaser; 5.2 The Offer and to pay all related fees and expenses; and (vi) upon the due execution and delivery of this Agreement by the Purchaser Principal Shareholders and the observance Individuals this Agreement shall be a valid and binding agreement enforceable by the Principal Shareholder against the Purchaser in accordance with its terms subject to the qualification that such validity, binding effect and enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the terms applicable court; (iii) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments; (iv) the applicable laws regarding limitations of actions; (v) enforceability of provisions of this Agreement on which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the part enforceability or validity of the Purchaser to remainder of such document would be observed determined only in the discretion of the court; (vi) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and performed will not constitute a violation of applicable law or any provision (vii) the enforceability of any contract or other instrument to which the Purchaser is a party or waiver of statutory rights may be limited by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreementlaw. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement 3.1 The Purchaser represents and warrants to the Seller to enter into this Agreement and to consummate Company that the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing DatePurchaser: 5.1 The Purchaser (a) has full the legal power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes consummate the valid transactions hereby contemplated; (b) understands and legally binding obligation agrees that offers and sales of any of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement Shares by the Purchaser and prior to the observance and performance expiration of a period of six months after the date of completion of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing issuance the Shares pursuant to this Agreement (the terms and “Restricted Period”) as contemplated in this Agreement shall only be made in compliance with the safe harbor provisions set forth in Regulation S, or pursuant to the registration provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933or pursuant to an exemption therefrom, as amended (and that all offers and sales after the “Act ”). Purchaser also represents that Restricted Period shall be made only in compliance with the entire legal and beneficial interest registration provisions of the Shares is being purchased, and will be held, for the Purchaser’s account Securities Act or an exemption therefrom; (or that of a trust established for the benefit of his childrenc) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be that he is capable of evaluating the merits and risks of purchasing the investment contemplated by this Agreement and making an informed investment decision with respect thereto; (d) has received, read carefully, and is familiar with this Agreement and the Company’s business, plans, and financial condition; has received all materials which he has requested from the Company; has had a reasonable opportunity to ask questions of the Company and its representatives; and has received all answers to all inquiries that the Purchaser or his representatives have put to the Company to the Purchaser’s satisfaction (or alternatively, the Purchaser has waved such requirement). The Purchaser has relied upon an independent investigation made by him and/or by his representatives and has not relied on any information or representations made by third parties or on any oral or written representations or assurances from the Company or any representative of the Company, other than as set forth in this Agreement; (e) understands the speculative nature and the various risks associated with the purchase of the Shares as proposed herein and can afford to bear such risks, including, without limitation, the risk of losing the entire amount of capital represented by the Purchase Price; (f) has been advised by the Company that the Shares are restricted securities under the Securities Act and shall be deemed “control” securities as a result of the Purchaser’s status as an “affiliate” of the Company; that this transaction has not been reviewed by, passed on by, or submitted to any federal or state agency or self-regulatory organization; and that the Company’s reliance thereon is based in part upon the representations made by the Purchaser in this Agreement, including in any appendix or exhibit thereto. The Purchaser further acknowledges that he has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the issuance of the Shares. In particular, the Purchaser agrees that no future sale, assignment or transfer of any of the Shares shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment, or transfer, unless (i) the sale, assignment or transfer of such the Shares is registered under the Securities Act, it being understood that the Shares are not currently registered for sale and that the Company has no obligation or intention to so register the Shares, or (ii) such Shares are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, including without limitation, all requirements of Rule 144 under the Securities Act which apply to “control” securities held by affiliates, it being understood that Rule 144 is not available at the present time for the sale of the Shares, or (iii) such sale, assignment or transfer is otherwise exempt from registration under the Securities Act. The Purchaser further understands that the Company may require an opinion of counsel and other documents to transfer the Shares. The Purchaser acknowledges that the Shares shall be subject to a stop transfer order and any certificate or certificates or book entries evidencing any of the Shares will bear a restrictive legend(s) until such time as such restrictive legend(s) can be removed by the Company’s transfer agent upon advice of Company counsel and ; (g) is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in the Shares; and (h) that neither the Purchaser is able or his agents or counsel currently possesses any information that the Company believes constitutes material non-public information regarding the Company that (i) if disclosed, would reasonably be expected to bear have a material effect on the economic risk price of his investmentthe Common Stock or (ii) according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the signing of this Agreement, but which has not been so disclosed. The Purchaser understands and agrees that the Company shall be relying on the foregoing representations in effecting transactions in securities of the Company. The foregoing representations and warranties are inserted for the benefit of the parties hereto and may be waived in all or in part by the parties by notice in writing to the other party.

Representations and Warranties of the Purchaser. As The Purchaser represents and warrants to and in favour of each of the Shareholders and PlantX as follows, and acknowledges that such parties are relying upon such representations and warranties in connection with the transactions contemplated herein: (a) the Purchaser is a corporation validly existing and in good standing under the laws of the Province of British Columbia and is duly registered, licensed or qualified to carry on business as an inducement to extra-provincial or foreign corporation under the Seller laws of the jurisdictions in which the nature of its business makes such registration, licensing or qualification necessary; (b) the Purchaser is a “reporting issuer” in the provinces of British Columbia, Alberta and Ontario and is not in material default of the Securities Laws; (c) the Purchaser has the corporate power and capacity to enter into this Agreement and each additional agreement or instrument to consummate the transactions contemplated herebybe delivered pursuant to this Agreement, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This hereunder and thereunder, to own and lease its property, and to carry on its businesses as now being conducted; (d) this Agreement constitutes has been, and each additional agreement or instrument to be delivered pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Purchaser and each is, or will be at the Time of Closing, a legal, valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The (e) the Common Shares are listed for trading on the CSE and the Purchaser is not in material default of any of the listing requirements of the CSE; (f) the execution and delivery of this Agreement by the Purchaser does not, and the observance and performance consummation of the terms and provisions Transaction will not, (i) result in a breach or violation of this Agreement on the part articles of the Purchaser to be observed and performed will not or of any resolutions of the directors or shareholders of the Purchaser, (ii) conflict with, result in a breach of, constitute a violation default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of applicable law an encumbrance upon any material agreement (including any Purchaser Material Contract), licence or any provision of any contract or other instrument permit to which the Purchaser is a party or by which it the Purchaser is boundbound or to which any material assets or property of the Purchaser is subject, or (iii) violate any provision of any applicable law or regulation or any judicial or administrative order, writaward, injunction, judgment or decree statute, rule or regulation applicable to itthe Purchaser; 5.3 No insolvency proceedings (g) the authorized capital of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser consists of an unlimited number of Common Shares and an unlimited number of preferred shares, of which, as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaserdate hereof, threatened 25,133,840 Common Shares and 671,844 preferred shares are issued and outstanding as fully paid and non-assessable (other than certain of those Common Shares purchased pursuant to a private placement for which the Purchaser has not made an assignment received the subscription funds which is detailed in the Management Discussion and Analysis of the Purchaser for the benefit three month period ended October 31, 2020); and as of creditorsthe date hereof, nor has nil common share purchase warrants of the Purchaser taken any action are outstanding and nil stock options are outstanding; (h) when issued in accordance with a view the terms hereof, the Payment Shares will be validly issued as fully paid and non-assessable Common Shares; (i) when issued in accordance with the terms hereof, the Replacement Options will be validly issued; (j) when issued pursuant to and in accordance with the terms and conditions of the Replacement Options, the Common Shares issuable under the Replacement Options will be validly issued as fully paid and non-assessable Common Shares; (k) other than as set out in Section 5.01(g), there are no other Common Shares, preferred shares or securities convertible, exercisable or exchangeable into Common Shares or preferred shares issued or outstanding; (l) all disclosure documents of the Purchaser filed under the Securities Laws of the Provinces of British Columbia, Alberta and Ontario since the date of its incorporation, but not limited to, financial statements, prospectuses, offering memorandums, information circulars, material change reports and shareholder communications contain no untrue statement of a material fact as at the date thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which would constitute it was made; (m) except for the basis forholders of the securities set out Section 5.01(g) and the right of the Finder to receive the Finder Fee Shares, the institution no person has any agreement, option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, options, warrants or convertible obligations of any such insolvency proceedings; 5.4 There are no actionsnature, suitsfor the purchase, subscription, allotment or proceedings pending or, to the best issuance of any unissued shares or other securities of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his childrenn) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under 25% interest in the Securities Act Pigeon River Project, the Purchaser does not own and does not have any agreements of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Companynature to acquire, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment any shares in the Company and to protect the Purchaser’s own capital of or other equity or proprietary interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of riskany person, and the Purchaser is able, without impairing financial condition, does not have any agreements to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and acquire or lease any material assets or properties or any other business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.operations;

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants as follows: (a) The Purchaser is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, unless the failure to so qualify would not have a material adverse effect on (i) the interests of the Seller to enter into this Agreement and to consummate hereunder, or (ii) the transactions contemplated hereby, ability of the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. . (b) The execution, delivery, delivery and performance by the Purchaser of this Agreement and all the other agreements contemplated hereby documents to be delivered by it hereunder, (i) are within the Purchaser’s limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action, and (iii) do not contravene (1) the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or ’s organizational documents, (2) any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statutelaw, rule or regulation applicable to it;the Purchaser, (3) any contractual restriction binding on or affecting the Purchaser or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Purchaser or its property. This Agreement and each of the other Transaction Documents to be delivered by the Purchaser pursuant hereto has been duly executed and delivered by the Purchaser. 5.3 (c) No insolvency proceedings authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Purchaser of the Transaction Documents to which it is a party or any characterother document to be delivered by it thereunder except for the filing of financing statements which are referred to therein. (d) This Agreement and each of the other Transaction Documents to be delivered by the Purchaser pursuant hereto constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity, whether considered in an action at law or equity). (e) On each Purchase Date, both immediately before and after giving effect to the Purchase made on such date, (i) the fair value of the property of the Purchaser is greater than the total amount of liabilities, including without limitationcontingent liabilities, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and (ii) the present fair salable value of the assets of the Purchaser has is not made an assignment for less than the benefit amount that will be required to pay all probable liabilities of creditorsthe Purchaser on its debts as they become absolute and matured, nor has (iii) the Purchaser taken any action with a view does not intend to, and does not believe that it will, incur debts or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of liabilities beyond the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent abilities to pay such debts and liabilities as they mature and (iv) the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability is not engaged in a business or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchasedtransaction, and will be heldis not about to engage in a business or a transaction, for which the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transactionproperty would constitute unreasonably small capital. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents, warrants and covenants to the Seller Seller, as of the date of execution of this Agreement and the Closing Date, that: (a) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) The Purchaser has the corporate power and authority to purchase each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all the transactions contemplated by this Agreement; (c) This Agreement has been duly and validly authorized, executed and delivered by the Purchaser, and, assuming the due authorization, execution and delivery hereof by the Seller, constitutes the legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Purchaser with this Agreement and to consummate or the consummation by the Purchaser of any of the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct except such as have been made on the date hereof and will be materially true and correct on or prior to the Closing Date:; and 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation (e) None of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by Agreement, the Purchaser and purchase of the observance and performance Mortgage Loans from the Seller, the consummation of the other transactions contemplated hereby, or the fulfillment of or compliance with the terms and provisions conditions of this Agreement on Agreement, (i) conflicts or will conflict with the part charter or bylaws of the Purchaser to be observed and performed or conflicts or will not conflict with or results or will result in a breach of, or constitutes or will constitute a violation of applicable law default or results or will result in an acceleration under, any term, condition or provision of any indenture, deed of trust, contract or other agreement or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable bound and which is material to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with or (ii) results or will result in a view to, or which would constitute the basis for, the institution violation of any such insolvency proceedings; 5.4 There are no actionslaw, suitsrule, regulation, order, judgment or proceedings pending or, to the best decree of any court or governmental authority having jurisdiction over the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement (a) The Purchaser hereby represents and warrants to the Seller Company, its officers, directors, agents, and employees as follows: (i) That the Purchaser has had an opportunity to enter into this Agreement ask questions of and receive answers from the authorized representatives of the Company, and to consummate review any relevant documents and records concerning the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation business of the Purchaser, enforceable in accordance with its terms. The execution, delivery, Company and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions conditions of this Agreement on investment, and that any such questions have been answered to the part of Purchaser's full satisfaction. (ii) That the Purchaser to be observed has such knowledge and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which experience in financial and business matters that the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it;capable of evaluating the merits and risks of an investment in the Company. 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating (iii) That the Purchaser as the bankrupt or the insolvent, Purchased Shares are pending or, to the knowledge of being acquired for the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his 's own account (or that of a trust established for the benefit of his children) for investment and not with a view to toward subdivision, resale, or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion redistribution thereof in any transaction other than a transaction exempt from registration manner prohibited under the Securities Act of 1933, as amended (the “Act ”"ACT"). Other than the Stockholders Agreement and the Repurchase Agreement, the Purchaser also represents that the entire legal and beneficial interest has no contract, undertaking, agreement, understanding, or arrangement with any person to sell, transfer, or pledge to any person any part or all of the Purchased Shares is being purchasedfor which the Purchaser hereby subscribes, or any interest therein, and will be held, for has no present plans to enter into the Purchaser’s account same. (or that iv) That the Purchaser is an "ACCREDITED INVESTOR" as defined in Regulation D of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or Act by reason virtue of the Purchaser’s business 's being an executive officer or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent director of the Company, directly if not otherwise. (v) That all information which the Purchaser has provided (or indirectlywill provide) concerning the Purchaser and the Purchaser's financial position, could be reasonably assumed to have is correct and complete as of the capacity to evaluate the merits and risks date of an investment in this Agreement. (b) The Purchaser acknowledges that the Company and to protect its officers, directors, employees, and agents are relying on the Purchaser’s own interests truth and accuracy of the representations and warranties set forth in Section 6(a) in connection with the offering of Purchased Shares for sale to the Purchaser without having first registered the Purchased Shares under the Act. All representations, warranties, and covenants contained in this transaction. 5.8 The Purchaser realizes that Agreement shall survive the purchase acceptance of this Agreement and the sale of the Shares will be a highly speculative investment and involves a high degree of riskPurchased Shares. Notwithstanding the foregoing, and however, no representation, warranty, acknowledgment, or agreement made herein by the Purchaser is able, without impairing financial condition, shall in any manner be deemed to hold the Shares for an indefinite period constitute a waiver of time and any rights granted to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investmentunder federal or state securities laws.

Representations and Warranties of the Purchaser. As Purchaser represents, warrants and covenants to Company that, as of the related Closing Date or as of such date specifically provided herein: (a) Purchaser is duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to transact business in and is in good standing under the laws of each state in which the business transacted by it or the character of the properties owned or leased by it requires such qualification. (b) Purchaser has the full power an inducement authority to the Seller perform, and to enter into and consummate, all transactions contemplated by this Agreement and the related Term Sheet. Purchaser has the full power and authority to consummate purchase and hold each Mortgage Loan. (c) Neither the acquisition of the Mortgage Loans by Purchaser pursuant to this Agreement and the related Term Sheet, the consummation of the transactions contemplated hereby, nor the Purchaser hereby makes fulfillment of or the following representations compliance with the terms and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance conditions of this Agreement and all other agreements contemplated hereby have been duly authorized by the related Term Sheet, will conflict with or result in a breach of any of the terms, conditions or provisions of the Purchaser; 5.2 The execution and delivery ’s charter or by-laws or result in a material breach of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law any legal restriction or any provision of any contract material agreement or other instrument to which the Purchaser is now a party or by which it is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any material law, rule, regulation, order, writ, injunction, judgment or decree statute, rule to which Purchaser or regulation applicable to itits property is subject; 5.3 No insolvency proceedings of any character(d) There is no action, including without limitationsuit, bankruptcyproceeding, receivership, reorganization, composition investigation or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are litigation pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could either in any manner restrain one instance or prevent in the aggregate, if determined adversely to Purchaser from effectually would adversely affect the purchase of the Mortgage Loans by Purchaser hereunder, or Purchaser’s ability to perform its obligations under this Agreement and legally purchasing the Shares pursuant to the terms and provisions of this Agreementrelated Term Sheet; and 5.5 The (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Purchaser has no liability of or obligation to pay fees compliance by Purchaser with this Agreement and the related Term Sheet or commissions to any broker, finder, or agent with respect to the consummation of the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, Agreement and the Purchaser is ablerelated Term Sheet (including, without impairing financial conditionbut not limited to, any approval from HUD), or if required, such consent, approval, authorization or order has been obtained prior to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investmentrelated Closing Date. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby makes the following represents and warranties to the Seller Seller: (a) The Purchaser has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority otherwise to execute and deliver this Agreement and to perform carry out its obligations hereunder. This Agreement constitutes No consent, approval or agreement of any individual or entity is required to be obtained by any Purchaser in connection with the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, execution and performance by such Purchaser of this Agreement and all other agreements contemplated hereby have been duly authorized by or the Purchaser; 5.2 The execution and delivery of this Agreement performance by the such Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract agreements, instruments or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement obligations entered into in connection with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 (b) The Purchaser acknowledges that such Purchaser has relied solely on had the reports opportunity to ask questions of and receive answers from, or obtain additional information from, the executive officers of the Company filed with concerning the Securities financial and Exchange Commission in other affairs of the Company. In making its the decision to purchase the Shares, each Purchaser hereby acknowledges that such Purchaser has relied upon information filed electronically on the SEC XXXXX filing system. 5.7 (c) The Purchaser is purchasing agrees and acknowledges that neither Seller nor any of Seller’s employees or affiliates shall be responsible for any information concerning the Shares solely for his own account (Company relied upon or that of a trust established for the benefit of his children) for investment provided to such Purchaser, and not with a view each Purchaser agrees to or for sale hold harmless and indemnify Seller in connection with any distribution of claims concerning the Shares sold or any portion thereof and not with any present intention of sellingthe Company disclosures, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration including, without limitation, claims under the Securities Act of 1933, as amended amended, or the Securities Exchange Act of 1934, as amended, which claims are hereby released and discharged in all respects. (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his childrend) only, and neither in whole or in part for any other person. The Purchaser either has represents and warrants that no person is entitled to receive a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaserfinder’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests fee from Seller in connection with this transactionAgreement as a result of any action taken by such Purchaser or Seller pursuant to this Agreement, and agrees to indemnify and hold harmless the Seller and its affiliates, in the event of a breach of the representation and warranty. This representation and warranty shall survive the Closing. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 (e) The Purchaser is an “accredited investor,” as that such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters of 1933, as to be capable of evaluating the merits and risks of purchasing the Sharesamended, and the each Purchaser is able to bear the economic risk of his investmentan investment in the Shares. (f) The Purchaser have adequate unrestricted funds to pay the full amount of the Purchase Price in cash at the Closing.

Representations and Warranties of the Purchaser. As an inducement to the Seller Company to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Dateof this Agreement: 5.1 4.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 4.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 4.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has the Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 4.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and; 5.5 4.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.; 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 4.6 The Purchaser is purchasing acquiring the Shares solely for his its own account (or that of a trust established for the benefit of his children) for investment and not with a view to to, or for sale in connection with with, any distribution of the Shares or any portion thereof and not thereof, nor with any present intention of sellingdistribution or selling the same, offering to sell and, except as contemplated by this Agreement, and has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. The Purchaser understands that the Shares may not be sold, transferred or otherwise disposing disposed of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from without registration under the Securities Act of 1933, as amended 1933 (the “Act Act”). Purchaser also represents ) or an exemption therefrom, and that in the entire legal and beneficial interest absence of an effective registration statement covering the Shares is being purchasedor an available exemption from registration under the Act, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will must be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment.held indefinitely; 5.9 4.7 The Purchaser is an “accredited investor” as that term is defined in Regulation D within the meaning of the applicable rules and regulations promulgated under the Act for one of the reasons on the attached Exhibit B. The Purchaser (i) is experienced in and capable of evaluating and investing in private placement transactions in similar circumstances, (ii) is able to bear the substantial economic risks of an investment the Shares for an indefinite period of time, (iii) has no need for liquidity in such investment, (iv) can afford a complete loss of such investment, and (v) has such knowledge and experience in financial financial, tax and business matters so as to be capable enable it to utilize the information made available to it in connection with the offering of evaluating the Shares to evaluate the merits and risks of purchasing the Shares, purchase of the Shares and to make an informed investment decision with respect thereto; and 4.8 The offer to sell the Shares was directly communicated to the Purchaser is able by the Company. At no time was the Purchaser presented with or solicited advertisement, articles, notice or other communication published in any newspaper, television or radio or presented at any seminar or meeting, or any solicitation by a person not previously known to bear the economic risk of his investmentundersigned in connection with the communicated offer.

Representations and Warranties of the Purchaser. As an inducement In order to induce the Seller Company to enter into accept this Agreement and to consummate the transactions contemplated herebysubscription, the Purchaser hereby makes represents and warrants to, and covenants with, the Company as follows: A. The Purchaser is purchasing the Shares for the Purchaser's own account (not as a nominee or agent) for investment purposes and not with a view towards resale or distribution of any part thereof. The Purchaser has no present arrangement or intention to sell or distribute the Shares, or to grant participation in the Shares. The Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; B. The Purchaser acknowledges and agrees that the United States Securities & Exchange Commission has not review the offering of the Shares and that the Shares have not been registered under the Act and may not be offered or sold in the United States or to U.S. persons unless the Shares are registered under the Act, sold in accordance with the provisions of Regulation S of the Act or pursuant to an available exemption from registration. The certificate representing the Shares will bear the following legend and the Purchaser agrees to abide by the terms thereof: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE RE-OFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. C. The Purchaser has had the opportunity to ask and receive answers to any and all questions the Purchaser had with respect to the Company, its Business Plan, Management and current financial condition. The Purchaser acknowledges that the Company is newly organized, does not have an operating history, will likely require additional capital to complete its business plan and that there is no assurance that the Company can obtain additional capital or successfully complete its Business Plan; D. The Purchaser is an accredited investor and has such knowledge and expertise in financial and business matters that the Purchaser is capable of evaluating the merits and risks involved in an investment in the Shares and acknowledges that an investment in the Shares entails a number of very significant risks and the Purchaser is able to withstand the total loss of its investment. The Purchaser acknowledges that the Company has recommended that each Purchaser obtain independent legal and financial advice prior to subscribing, including but not limited to advice as to the legality of any resale of the Shares, as well as the suitability of the investment for the Purchaser; E. Except as set forth in this Agreement, no representations or warranties have been made to the Purchaser by the Company or any agent, employee or affiliate of the Company and in entering into this transaction the Purchaser is not relying upon any information, other than that contained in this Agreement and the result of independent investigation by the Purchaser; F. The Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States Federal and State securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, each agreements, acknowledgments and understandings of which is materially true the Purchaser set forth herein in order to determine the applicability of such exemptions and correct on the date hereof and will be materially true and correct on suitability of the Closing Date:Purchaser to acquire the Shares; 5.1 G. The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This , and this Agreement constitutes the valid and is a legally binding obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 H. The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant as a result of any advertisement of the offering of the Shares; I. This subscription for the Shares has not been induced by any representations or warranties by any person whatsoever with regard to the terms future value of the Company's securities; J. The Subscriber is not a "U.S. Person" as defined by Regulation S of the Act and provisions is not acquiring the Shares for the account or benefit of this Agreementa U.S. Person. A "U. S. Person" is defined by Regulation S of the Act to be any person who is: (a) any natural person resident in the United States; (b) any partnership or corporation organized or incorporated under the laws of the United States; (c) any estate of which any executor or administrator is a U.S. person; (d) any trust of which any trustee is a U.S. person; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and 5.5 (g) any partnership or corporation if. 1. organized or incorporated under the laws of any foreign jurisdiction; -and 2. formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors [as defined in Section 230.501 (a) of the Act] who are not natural persons, estates or trusts. K. The Purchaser has no liability or obligation agrees not to pay fees or commissions to any broker, finder, or agent engage in hedging transactions with respect regard to the transactions contemplated by this Agreement.Shares unless in compliance with the Act; and 5.6 L. The Purchaser has relied solely agrees to execute an agreement imposing restrictions on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution transfer of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing in the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with form the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transactionrequires. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents and warrants as follows and hereby acknowledges and confirms that the Vendor is relying on such representations and warranties in connection with the sale by her of the Purchased Shares: Page 20 of Xxxxxxx Share Purchase Agreement Initial ------------ Page 40 of 75 - Share Purchase Agreement Initial ----------- 8.1 The Purchaser is not a "non-Canadian" within the meaning of the Investment Canada Act. 8.2 The Purchaser is a subsisting corporation duly and validly incorporated and organized under the laws of the Province of Ontario and has the corporate power and authority to own or lease its property and assets and to carry on its business as now conducted by it. 8.3 The execution and delivery of this agreement by the Seller Purchaser and the purchase of the Purchased Shares herein provided for have been duly authorized by all necessary corporate action, and the Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser;. 5.2 8.4 The execution and delivery of this Agreement agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or a violation or a breach of the Purchaser's charter documents or by-laws or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree decree, statute, rule or regulation applicable to it; 5.3 No insolvency proceedings , or constitute a default (or would, with the passage of time or the giving of notice, or both, constitute a default) under any charactercontract, including without limitation, bankruptcy, receivership, reorganization, composition agreement or arrangement with creditors, voluntary or involuntary, designating instrument to which the Purchaser as is a party or by which the bankrupt or Purchaser is bound. 8.5 Upon the insolvent, are pending or, to the knowledge due execution and delivery of this agreement by the Purchaser, threatened this agreement shall constitute a valid and legally binding agreement, enforceable against the Purchaser in accordance with its terms, except that the rights and remedies of the Vendor hereunder may be subject to and affected by the law relating to bankruptcy, insolvency, reorganization and creditors' rights generally and except that a court may or may not order an injunction, specific performance or other equitable remedies with respect to any particular provision of this agreement. 8.6 The Purchaser has not committed an act of bankruptcy, is not insolvent, has not proposed a compromise or arrangement to its creditors generally, has not had any petition for a receiving order in bankruptcy filed against it, has not made an a voluntary assignment for the benefit of creditorsin bankruptcy, nor has Purchaser not taken any action proceeding with respect to a view tocompromise or arrangement, has not taken any proceeding to have itself declared bankrupt or which would constitute the basis forwound-up, the institution has not taken any proceeding to have a receiver appointed of any such insolvency proceedings;part of its assets, has not had any encumbrancer take possession of any of its property, and has not had any execution or distress become enforceable or become levied upon any of its property. The transaction contemplated herein will not result in the Purchaser becoming insolvent. 5.4 8.7 There are no actions, suits, claims or legal, administrative, arbitration or similar proceedings, governmental investigations or other proceedings pending oror threatened against or affecting the Purchaser at law or in equity or before any federal, to provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would adversely affect the best ability of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreementperform its obligations hereunder. 5.6 8.8 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission warranties hereunder shall in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of sellingno way be abridged, offering to sell reduced, waived, considered fulfilled or otherwise disposing of affected by any examination or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated inspection made by the Company or Vendor at any affiliate or selling agent time. Page 41 of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.75 - Share Purchase Agreement Initial -----------

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents and warrants to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing DateCompany that: 5.1 2.2.1 The Purchaser is duly formed and validly subsisting under the laws of its jurisdiction of formation and has the full power and authority to execute enter into and deliver carry out this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. agreements herein contemplated. (a) The execution, delivery, delivery and performance of this Agreement and all other the agreements herein contemplated, and the consummation of the transactions contemplated hereby hereby, have been duly authorized by all requisite action of the Purchaser; 5.2 The execution , which has not been revoked, and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement no other action on the part of the Purchaser is necessary. (b) The execution, delivery and performance of this Agreement and the documents herein contemplated, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, will not: (i) result in a breach of, or a default under (or an event which, with the lapse of time or the giving of notice or both, would constitute an event of default), or give any third party the right to be observed and performed will not constitute a violation of applicable law terminate, cancel, modify or accelerate, or require any provision consent or the giving of any contract notice under, any contract, mortgage, note, lease, bond, indenture, security agreement, undertaking or other agreement, instrument or obligation to which the Purchaser is a party or by which it is boundor its property may be bound or affected, or cause any security interest, lien, claim or encumbrance to be created or imposed upon any such property by reason thereof, (ii) be in conflict with or contravention of any term or provision of the charter documents of the Purchaser, (iii) violate or conflict with any law, statue, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree statuteor other instrument or any Federal, rule state/provincial, local or regulation foreign court or governmental or regulatory body, agency or authority applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as or by which it or its properties or assets may be bound or (iv) require, on the bankrupt or the insolvent, are pending or, to the knowledge part of the Purchaser, threatened and any filing or registration with, or permit, license, exemption, consent, authorization or approval of, or the Purchaser has not made an assignment for the benefit giving of creditors, nor has Purchaser taken any action with a view notice to, any governmental or regulatory body, agency or authority, except, in the case of the preceding subclause (iv), those which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, shall have been made or proceedings pending or, obtained on or prior to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this AgreementClosing Date. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his childrenc) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of riskThis Agreement is, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as other agreements contemplated to be capable of evaluating the merits and risks of purchasing the Shares, and delivered by the Purchaser is able hereby when executed will be, the valid and binding obligations of the Purchaser legally enforceable against it in accordance with their respective terms, subject to bear the economic risk effects of his investmentbankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and of general equitable principles (whether considered in a proceeding in equity or at law).

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents, warrants and convenants to the Seller Company and the Servicer that, as of the related Closing Date or as of such date specifically provided herein: (a) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of Delaware and is qualified to enter into this Agreement transact business in, is in good standing under the laws of, and to consummate possesses all licenses necessary for the transactions contemplated hereby, the Purchaser hereby makes the following representations and warrantiesconduct of its business in, each of state in which any Mortgaged Property is materially true and correct on the date hereof and will be materially true and correct on the Closing Date:located or is otherwise exempt or not required under applicable law to effect such qualification or license; 5.1 (b) The Purchaser has full corporate power and authority and legal right to execute and deliver hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to perform execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct its obligations hereunder. This business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and delivered this Agreement and the related Term Sheet, and this Agreement and the related Term Sheet and any agreements contemplated hereby, constitutes the a legal, valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms. The execution, delivery, and performance of all requisite corporate action has been taken by the Purchaser to make this Agreement and the related Term Sheet and all other agreements contemplated hereby have been duly authorized by valid and binding upon the Purchaser, in accordance with their terms; 5.2 The (c) None of the execution and delivery of this Agreement by the Purchaser and the observance and performance related Term Sheet, the purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and provisions conditions of this Agreement on and the part related Term Sheet will conflict with any of the Purchaser to be observed and performed will not constitute terms, conditions or provisions of the Purchaser’s charter or by-laws or materially conflict with or result in a violation material breach of applicable law any of the terms, conditions or provisions of any legal restriction or any provision of any contract agreement or other instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, writ, injunction, judgment or decree statute, rule to which the Purchaser or regulation applicable to itits property is subject; 5.3 No insolvency proceedings of any character(d) There is no litigation, including without limitation, bankruptcy, receivership, reorganization, composition legal proceeding or arrangement with creditors, voluntary governmental investigation pending or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent threatened with respect to the Purchaser which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans hereunder, the execution, delivery, performance or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Purchaser; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement.Agreement and the related Term Sheet except for consents, approvals, authorizations and orders which have been obtained; 5.6 (f) The Purchaser has relied solely on the reports consummation of the Company filed with transactions contemplated by this Agreement and the Securities and Exchange Commission related Term Sheet is in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that ordinary course of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.;

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby, severally and not jointly with any other Purchaser represents and warrants to the Seller to enter into this Agreement Company and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each Placement Agent as of which is materially true and correct on the date hereof and will be materially true and correct on as of the Closing Date, as follows: 5.1 (a) The Purchaser is duly formed, validly existing and in good standing in the jurisdiction of its organization. The Purchaser has all requisite power and authority to carry on its business as it is currently being conducted. (b) The Purchaser has full power and authority authority, through its investment manager, to enter into, execute and deliver this Agreement the Transaction Documents and each agreement, certificate, document and instrument to be executed and delivered by the Purchaser pursuant to the Transaction Documents and to perform its obligations hereunderhereunder and thereunder. This Agreement The execution and delivery by the Purchaser of the Transaction Documents and the performance by the Purchaser of its obligations hereunder and thereunder have been duly authorized by all requisite actions on its part. (c) Each of the Transaction Documents has been duly executed and delivered by the Purchaser and constitutes the legal, valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms. The execution, deliveryexcept (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and performance other laws of this Agreement general application affecting enforcement of creditors’ rights generally, and all other agreements contemplated hereby have been duly authorized (ii) as limited by the Purchaser;availability of specific performance, injunctive relief, or other equitable remedies. 5.2 The (d) Neither the execution and the delivery of this Agreement by or any other Transaction Document, nor the Purchaser and the observance and performance consummation of the terms and provisions Transactions, will (i) violate any provision of this Agreement on the part organizational documents of the Purchaser or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to be observed and performed will not which the Purchaser is subject, or (ii) conflict with, result in a breach of, constitute a violation default under, result in the acceleration of applicable law or creation of an encumbrance under, or create in any provision of party the right to accelerate, terminate, modify, or cancel, any contract agreement, contract, lease, license, instrument, or other instrument arrangement to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as is bound or to which any of the bankrupt Purchaser’s assets are subject. There is no action, suit or the insolventproceeding, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent threatened against the Purchaser from effectually that questions the validity of this Agreement or other Transaction Documents or the right of the Purchaser to enter into this Agreement or other Transaction Documents or to consummate the Transactions. (e) Neither the execution and legally purchasing delivery by the Shares pursuant Purchaser of this Agreement or other Transaction Documents, nor the consummation by the Purchaser of any of the Transactions, nor the performance by the Purchaser of this Agreement or any other Transaction Documents in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any Governmental Authority or any third party, except such as have been or will have been obtained, made or given on or prior to the terms and provisions of this Agreement; andClosing Date. 5.5 (f) The Purchaser has no liability or obligation received and carefully reviewed the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023, all subsequent public filings of the Company with the Commission, other publicly available information regarding the Company, and such other information that it and its advisors deem necessary to pay fees or commissions make its decision to any broker, finder, or agent enter into this Agreement. The Purchaser has had the opportunity to ask questions of and receive answers directly with respect to the transactions contemplated by this AgreementPurchaser’s investment and conducted and completed the Purchaser’s own independent due diligence with respect to the Transactions with respect to the Purchaser. 5.6 (g) Neither the Company nor any of its affiliates, principals, shareholders, partners, employees and agents has been requested to or has provided the Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. (h) The Purchaser has relied solely on acknowledges and understands that (i) the reports Company and its affiliates may possess material non-public information regarding the Company not known to the Purchaser that may impact the value of the Purchased Securities, including, without limitation, (x) information received by principals and employees of the Company filed in their capacities as directors, officers, significant shareholders and/or affiliates of the Company, and (y) information otherwise received from the Company on a confidential basis (collectively, the “Information”), and that the Company is not disclosing the Information to the Purchaser. The Purchaser understands, based on its experience, the disadvantage to which the Purchaser is subject due to the disparity of information between the Company and the Purchaser. Notwithstanding such disparity, the Purchaser has deemed it appropriate to enter into this Agreement and to consummate the Transactions. The Purchaser agrees that none of the Company, its directors, officers, significant shareholders, affiliates and agents shall have any liability to the Purchaser, its affiliates, principals, shareholders, partners, employees, agents, grantors or beneficiaries, due to or in connection with the Company’s use or non-disclosure of the Information, and the Purchaser hereby irrevocably waives any claim that it might have based on the failure of the Company to disclose the Information. However, for the avoidance of doubt, nothing in this Agreement will waive any of the Company’s obligations or its liability under this Agreement or any other Transaction Document (including for breach of any representation, warranty, covenant, agreement, or obligations hereunder or thereunder) or otherwise in connection with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with agreement between the Company and the Purchaser (or any of its officersaffiliates). (i) The Purchaser has determined based on its own independent review and such professional advice as it deems appropriate that its participation in the Transactions is a fit, directors or controlling persons or by reason of proper and suitable investment for the Purchaser’s business , notwithstanding the substantial risks inherent in investing in or financial experience or holding the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 securities. The Purchaser is an “accredited investor” as that term is defined in Regulation D under able to bear the Act and substantial risks associated with its purchase, including but not limited to loss of its entire investment therein. (j) The Purchaser has such sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of purchasing its investment in the SharesPurchased Securities. The Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment, and is consummating the Transactions with a full understanding of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks. (k) The Purchaser is acquiring the Purchased Securities for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. The Purchaser does not have any direct or indirect arrangement, or understanding with any other person to distribute, or regarding the distribution of the Purchased Securities in violation of the Securities Act or any other applicable state securities law. (l) The Purchaser (x) was not identified or contacted through the marketing of the Purchased Securities and (y) did not contact the Company as a result of any general solicitation or directed selling efforts. (m) The Purchaser acknowledges that its Purchased Securities are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. The Purchaser further acknowledges that, absent an effective registration under the Securities Act, its Purchased Securities may only be offered, sold or otherwise transferred (x) to the Company, (y) outside the United States in accordance with Rule 904 of Regulation S or (z) pursuant to an exemption from registration under the Securities Act, including Rule 144 under the Securities Act, provided that the holding period and other requirements thereof have been met. (n) The Purchaser is (i) not a “U.S. Person” as defined in Rule 902 of Regulation S, or (ii) (a) an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) under the United States Securities Act of 1933, as amended, (b) an “institutional account” as defined in FINRA Rule 4512(c) and (c) a sophisticated institutional investor with sufficient knowledge and experience in investing in investments similar to those involved in the Transactions to properly evaluate the risks and merits of the Purchaser’s participation in the Transactions. (o) The Purchaser acknowledges and agrees that the Purchased Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Purchased Securities have not been registered under the Securities Act. (p) The Purchaser does not, directly or indirectly, own more than five percent of the outstanding common stock (or other voting securities) of any member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or a holding company for a FINRA member, and is not otherwise a “restricted person” for the purposes of FINRA Rule 5130. (q) The Purchaser acknowledges that (1) it has not relied on any statements or other information provided by the Placement Agent or its affiliates with respect to its decision to invest in the Purchased Securities, and (2) neither the Placement Agent nor any of its affiliates have prepared any disclosure or offering document in connection with the offer and sale of the Purchased Securities. The Purchaser further acknowledges and agrees that, to the extent permitted by applicable law, none of the Placement Agent, its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing shall have any liability to the Purchaser is able to bear the economic risk arising out of his investmentthis Agreement.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller as follows: (a) The Purchaser is a duly formed and validly existing limited partnership organized under the laws of the State of California, and is qualified under the laws of the State of California to enter into conduct business therein on the date hereof. (b) The Purchaser has the full, legal right, power, authority and financial ability to execute and deliver this Agreement and all documents now or hereafter to be executed by it pursuant to this Agreement (collectively, the "Purchaser's Documents"), to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. hereunder and under the Purchaser's Documents. (c) This Agreement constitutes and the valid Purchaser's Documents do not and legally binding obligation will not contravene any provision of the limited partnership agreement of the Purchaser, enforceable in accordance with its terms. The executionany judgment, deliveryorder, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by decree, writ or injunction issued against the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law , or any provision of any contract Laws applicable to the Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or other instrument constitute a default or event of default by the Purchaser under any agreement to which the Purchaser or any of its assets are subject or bound and will not result in a violation of any Laws applicable to the Purchaser. (d) To the Purchaser's actual knowledge, there are no pending actions, suits, proceedings or investigations to which the Purchaser is a party before any court or by other governmental authority which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings may have an adverse impact on the transactions contemplated hereby. The representations and warranties of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as set forth in this Section 7 and elsewhere in this Agreement shall be true, accurate and correct in all material respects upon the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions execution of this Agreement; and 5.5 The Purchaser has no liability or obligation , shall be deemed to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely be repeated on the reports and as of the Company filed with Closing Date (except as they relate only to an earlier date) and shall survive the Securities and Exchange Commission in making its decision to purchase the SharesClosing. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the The Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on warranties to the date hereof and will be materially true and correct on the Closing DateSeller: 5.1 3.3.1 The Purchaser has full the requisite power and authority to execute enter into and deliver perform this Agreement and to perform its obligations purchase the shares being sold to it hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, delivery and performance of this Agreement by such Purchaser and all other agreements the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the Purchaser; 5.2 The execution all necessary action, and delivery no further consent or authorization of this such Purchaser is required. This Agreement has been duly authorized, executed and delivered by the such Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with the observance terms thereof. 3.3.2 The Purchaser is, and performance will be at the time of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions execution of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finderan “accredited investor”, or agent with respect to as such term is defined in Regulation D promulgated by the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act 1933 Act”). Purchaser also represents that the entire legal , is experienced in investments and beneficial interest of the Shares is being purchasedbusiness matters, and will be held, for the Purchaser’s account (or that has made investments of a trust established for speculative nature and has purchased securities of United States publicly-owned companies in the benefit of his children) onlypast and, with its representatives, has such knowledge and neither experience in whole or in part for any financial, tax and other person. The business matters as to enable such Purchaser either has a pre-existing business or personal relationship with to utilize the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated information made available by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect make an informed investment decision with respect to the Purchaser’s own interests in connection with this transaction. 5.8 proposed purchase, which represents a speculative investment. The Purchaser realizes that has the authority and is duly and legally qualified to purchase and own shares of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 Company. The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investmentsuch investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchaser is accurate. 3.3.3 On the Closing Date, such Purchaser will purchase the Acquired Shares pursuant to the terms of this Agreement for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof. 3.3.4 The Purchaser understands and agrees that the Acquired Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Purchaser contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. In any event, and subject to compliance with applicable securities laws, the Purchaser may enter into lawful hedging transactions in the course of hedging the position they assume and the Purchaser may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of these Acquired Shares. 3.3.5 The Acquired Shares shall bear the following or similar legend: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” 3.3.6 The offer to sell the Acquired Shares was directly communicated to the Purchaser by the Company. At no time was the Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. 3.3.7 Such Purchaser represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchaser otherwise notifies the Company prior to the Closing Date shall be true and correct as of the Closing Date. 3.3.8 The foregoing representations and warranties shall survive the Closing Date and for a period of one year thereafter.

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents and warrants as follows and hereby acknowledges and confirms that the Vendors are relying on such representations and warranties in connection with the sale by her of the Purchased Shares: 9.1 The Purchaser is not a "non-Canadian" within the meaning of the Investment Canada Act. 9.2 The Purchaser is a subsisting corporation duly and validly incorporated and organized under the laws of the Province of Ontario and has the corporate power and authority to own or lease its property and assets and to carry on its business as now conducted by it. 9.3 The execution and delivery of this agreement by the Seller Purchaser and the purchase of the Purchased Shares herein provided for have been duly authorized by all necessary corporate action, and the Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser;. 5.2 9.4 The execution and delivery of this Agreement agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or a violation or a breach of the Purchaser's charter documents or by-laws or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree decree, statute, rule or regulation applicable to it; 5.3 No insolvency proceedings , or constitute a default (or would, with the passage of time or the giving of notice, or both, constitute a default) under any charactercontract, including without limitation, bankruptcy, receivership, reorganization, composition agreement or arrangement with creditors, voluntary or involuntary, designating instrument to which the Purchaser as is a party or by which the bankrupt or Purchaser is bound. 9.5 Upon the insolvent, are pending or, to the knowledge due execution and delivery of this agreement by the Purchaser, threatened this agreement shall constitute a valid and legally binding agreement, enforceable against the Purchaser in accordance with its terms, except that the rights and remedies of the Vendor hereunder may be subject to and affected by the law relating to bankruptcy, insolvency, reorganization and creditors' rights generally and except that a court may or may not order an injunction, specific performance or other equitable remedies with respect to any particular provision of this agreement. 9.6 The Purchaser has not committed an act of bankruptcy, is not insolvent, has not proposed a compromise or arrangement to its creditors generally, has not had any petition for a receiving order in bankruptcy filed against it, has not made an a voluntary assignment for the benefit of creditorsin bankruptcy, nor has Purchaser not taken any action proceeding with respect to a view tocompromise or arrangement, has not taken any proceeding to have itself declared bankrupt or which would constitute the basis forwound-up, the institution has not taken any proceeding to have a receiver appointed of any such insolvency proceedings;part of its assets, has not had any encumbrancer take possession of any of its property, and has not had any execution or distress become enforceable or become levied upon any of its property. The transaction contemplated herein will not result in the Purchaser becoming insolvent. 5.4 9.7 There are no actions, suits, claims or legal, administrative, arbitration or similar proceedings, governmental investigations or other proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent threatened against or affecting the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole at law or in part for equity or before any federal, provincial, municipal or other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any governmental department, commission, Page 11 of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.75 - Share Purchase Agreement Initial -----------

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Datethat: 5.1 (a) The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and has full the requisite right, power and authority authority, and has taken all actions necessary, to execute execute, deliver and deliver this Agreement and to perform its obligations hereunderunder this Agreement. This Agreement constitutes has been duly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery hereof by the Seller) is a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser, the compliance by the Purchaser with all the provisions of, and the observance performance by the Purchaser of its obligations under, this Agreement and performance the consummation of the transactions contemplated in this Agreement will not conflict with or result in a breach or violation of any of the terms and or provisions of this Agreement on of, or constitute a default under, (i) the part constitutive documents of the Purchaser to be observed and performed will not constitute a violation of applicable law or Purchaser, (ii) any provision of any instrument, contract or other instrument agreement to which the Purchaser is a party or by which it is boundthe Purchaser or any of its properties or assets may be bound or subject, in each case, the breach or violation of which or default under which would be reasonably expected to have a material adverse effect on the ability of the Purchaser to comply with its obligations hereunder, or (iii) any law, statute or any order, rule, regulation order, writ, injunction, determination, award, judgment or decree statuteof any Governmental Authority; and other than the filing of a Schedule 13G under the Exchange Act by the Purchaser or an affiliate thereof, rule no consent, approval, authorization, order, registration, clearance or regulation applicable qualification or notification of, with or to itany Governmental Authority is required for the purchase of the Purchased Shares by the Purchaser under this Agreement; 5.3 No insolvency (b) There are no legal or governmental proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating pending to which the Purchaser as is a party or of which any property of the bankrupt or Purchaser is the insolventsubject that, are pending or, if determined adversely to the knowledge of the Purchaser, threatened and would individually or in the Purchaser has not made an assignment for aggregate have a material adverse effect on the benefit of creditorsPurchaser’s ability to perform its obligations under this Agreement, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending orand, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain no such proceedings are threatened or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; andcontemplated by Governmental Authorities or threatened by others; 5.5 (c) The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act; (d) The Purchaser is acting as a principal and not as an agent in connection with respect to this Agreement and the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on herein. In particular, the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing acquiring the Purchased Shares solely for his the Purchaser’s own account (or that of a trust established for the benefit of his children) as principal for investment and not with a view to or for offer or sale in connection with any distribution thereof within the meaning of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended Act; (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his childrene) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship is solely responsible for its investment and other decisions with respect to this Agreement and is not relying on the Company Seller or any of its officersaffiliates in connection with any such decisions, directors and neither the Seller nor any such affiliate is acting as an adviser to or controlling persons or by reason fiduciary of the Purchaser’s business or Purchaser in connection with this Agreement; (f) The Purchaser has sufficient knowledge, experience and access to professional advice to make its own legal, tax, accounting, financial experience or the business or financial experience and other evaluation of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in entering into this Agreement, has reviewed carefully this Agreement with its financial, legal and tax advisers and has determined that entering into this Agreement is consistent with the Purchaser’s objectives. Without limitation of the foregoing, or of any other provisions of this Agreement, the Purchaser acknowledges and understands that this Agreement may involve legal, tax and regulatory considerations that are highly dependent on facts and circumstances related to itself, that the Purchaser will have sufficient information regarding such facts and circumstances to determine the legal, tax and regulatory consequences of this Agreement and the transactions contemplated herein for the Purchaser and that it, together with its legal, tax and financial advisers, will be solely responsible for determining and evaluating such consequences and making its own independent decisions with respect to this Agreement and the transactions contemplated herein based on such determinations and evaluations and any other factors or considerations deemed relevant by the Purchaser or its advisers; (g) The Purchaser has received such information concerning the Company and the Purchased Shares, and has been given the opportunity to protect ask such questions and to receive answers as the Purchaser deems sufficient, based on information provided by Company to the Purchaser’s own interests in connection , to make an informed investment decision with this transaction.respect to the Purchased Shares; 5.8 (h) The Purchaser realizes acknowledges that the purchase certificate for the Purchased Shares will contain a legend substantially in the form of the legend in Exhibit B (and such legend may be removed when the Purchased Shares will be a highly speculative investment and involves a high degree of risk, and have met the requirements for Transfer set forth in Section 7 or as the Securities Act otherwise permits); (i) Neither the Purchaser is ablenor any person (including without limitation Lazard Frères & Co., without impairing financial condition, to hold LLC) acting on its behalf has offered or sold any Company Shares by means of any general solicitation or general advertising within the Shares for an indefinite period meaning of time and to suffer a complete loss on Rule 502(c) under the Purchaser’s investment.Securities Act; 5.9 (j) The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Sharesnot, and after giving effect to the transactions contemplated in this Agreement will not be, a person acting together with the Seller or any of its affiliates within the meaning of Rule 13d-5 of the Securities Act; (k) The Purchaser is not a United States person or a foreign person controlled by a United States person within the meaning of Regulation X; and (l) The Purchaser understands that the Seller and any affiliates thereof are relying on the truth and accuracy of these representations, and agrees that if it becomes aware that any of the representations in this Section 5 are no longer accurate, it shall promptly notify the Seller. (m) Unless otherwise specified, the representations and warranties of the Purchaser is able to bear contained in this Section 5 are made only at and as of the economic risk of his investmentdate hereof.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller as follows: (a) The Purchaser is a duly formed and validly existing limited partnership organized under the laws of the State of Delaware, and is qualified under the laws of the State of Virginia to enter into conduct business therein on the date hereof. (b) The Purchaser has the full, legal right, power, authority and financial ability to execute and deliver this Agreement and all documents now or hereafter to be executed by it pursuant to this Agreement (collectively, the "Purchaser's Documents"), to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. hereunder and under the Purchaser's Documents. (c) This Agreement constitutes and the valid Purchaser's Documents do not and legally binding obligation will not contravene any provision of the limited partnership agreement of the Purchaser, enforceable in accordance with its terms. The executionany judgment, deliveryorder, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by decree, writ or injunction issued against the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law , or any provision of any contract Laws applicable to the Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or other instrument constitute a default or event of default by the Purchaser under any agreement to which the Purchaser or any of its assets are subject or bound and will not result in a violation of any Laws applicable to the Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which the Purchaser is a party before any court or by other governmental authority which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made may have an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to adverse impact on the transactions contemplated by this Agreement. 5.6 hereby. The Purchaser has relied solely on the reports representations and warranties of the Company filed with Purchaser set forth in this Section 7 and elsewhere in this Agreement shall be true, accurate and correct in all material respects upon the Securities execution of this Agreement and Exchange Commission in making its decision shall be deemed to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment be repeated on and not with a view to or for sale in connection with any distribution as of the Shares or any portion thereof Closing Date (except as they relate only to an earlier date), and not with any present intention of selling, offering to sell or otherwise disposing of or distributing (ii) shall remain operative and shall survive the Shares or any portion thereof in any transaction other than a transaction exempt from registration under Closing and the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal execution and beneficial interest delivery of the Shares is being purchasedDeed for a period of one year following the Closing Date and then shall expire, and will no action or claim based thereon shall be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transactioncommenced after such period. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller Company as follows: (a) the Purchaser has all requisite power and authority to enter into this Agreement and, if applicable, the Offer to Surrender, the Note and the Securities Pledge Agreement, and to consummate perform the transactions contemplated herebyobligations required to be performed by the Purchaser hereunder and thereunder, and upon the Closing Date, this Agreement and, if applicable, the Offer to Surrender, the Note and the Securities Pledge Agreement, will be, duly executed and delivered by the Purchaser, and, the Offer to Surrender is, and, when executed and delivered by the Company, this Agreement, the Note and the Securities Pledge Agreement will be, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization, moratorium and other laws affecting the rights of creditors generally and subject to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or equity); (b) the Purchaser has received and, by execution hereof, has accepted the offer with respect to the Securities in the state indicated on Schedule I; the address set forth on Schedule I for the Purchaser is the address where the Purchaser is a resident and domiciliary (not a temporary or transient resident); and the Purchaser is a citizen of the United States or such other jurisdiction as set forth on Schedule I and is not acquiring the Securities as an agent or otherwise for any other person; and (c) if the purchaser is a holder of BFH Options, the Purchaser hereby makes has good and marketable title to the following representations BFH Options, which are free and warrantiesclear of any and all liens, each claims or encumbrances of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaserany nature whatsoever (whether absolute, enforceable in accordance with its terms. The executionaccrued, deliverycontingent or otherwise), and performance of this Agreement and all other agreements contemplated hereby the BFH Options have been duly authorized by the Purchaser; 5.2 The execution and delivery of for transfer as contemplated in this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser Offer to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this AgreementSurrender. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents and warrants to the Seller to enter into this Agreement and to consummate the transactions contemplated herebySeller, the Purchaser hereby makes the following representations and warranties, each as of which is materially true and correct on the date hereof and will be materially true and correct on the Closing DateClosing, as follows: 5.1 3.2.1 The Purchaser has been duly organized and is validly existing as company, in good standing in its jurisdiction of organization. 3.2.2 The Purchaser has the full right, power and authority to execute enter into and deliver this Agreement and to perform its obligations hereunderunder this Agreement. All corporate or other action on the part of the Purchaser necessary for authorizing the execution and delivery of, and the performance by it of all its obligations under, this Agreement, including the purchase of the Securities, has been taken or will be taken at or prior to the Closing. 3.2.3 This Agreement constitutes has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Seller, is a valid and legally binding obligation of the Purchaser, Purchaser enforceable in accordance with its terms. , subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles. 3.2.4 The execution, delivery, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement consummation by the Purchaser and the observance and performance of the terms transactions contemplated hereby do not and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute (i) result in a violation of applicable law the Purchaser’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any provision rights of termination, amendment, acceleration or cancellation of any contract agreement, indenture or other instrument or obligation to which the Purchaser is a party or by which it is its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, writ, injunction, judgment or decree statute, rule of any court or regulation governmental agency applicable to it; 5.3 No insolvency proceedings such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Purchaser or prevent, materially delay or materially impede the ability of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to consummate the transactions contemplated by this Agreement). 5.6 The 3.2.5 Except for a Schedule 13D required to be filed by the Purchaser has relied solely on the reports and certain of the Company filed its affiliates with the United States Securities and Exchange Commission in making its decision to purchase Commission, no consent, approval or authorization of, or designation, declaration or filing with, any third party or any governmental authority is required on the Shares. 5.7 The part of the Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the Shares or any portion thereof transactions contemplated hereunder. 3.2.6 The Purchaser hereby acknowledges and understands that the Securities to be received under this Agreement have not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration been registered under the Securities Act of 1933, as amended (the “Act Securities Act”). Purchaser also represents , that the entire legal Securities are “restricted securities” within the meaning of Rule 144(a) under the Securities Act and beneficial interest the certificates representing the Securities bear a restrictive legend restricting their transfer under the Securities Act, that the Seller is selling the Securities to the Purchase hereunder in reliance upon one or more exemptions from registration contained in the Securities Act, and that the Seller’s reliance on such exemptions is based in part upon the representations and warranties made by the Purchaser in this Agreement. 3.2.7 The Purchaser hereby represents to the Seller that the Purchaser is acquiring the Securities solely for its own account and not for offer or sale in connection with the unregistered “distribution” of all or any part of the Shares is being purchased, and will be held, for Securities within the Purchaser’s account (or that meaning of a trust established for the benefit of his children) only, and neither in whole or in part for any other personSecurities Act. The Purchaser either has does not have a pre-existing business present intention to sell the Securities, nor a present arrangement (whether or personal relationship with the Company not legally binding) or intention to effect any of its officers, directors or controlling persons or by reason distribution of the Purchaser’s business Securities to or financial experience through any person or entity; provided, however, that by making the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Companyrepresentations herein, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, not agreeing to hold the Shares Securities for an indefinite period any minimum or other specific term and reserves the right to dispose of the Securities at any time and in accordance with all securities laws applicable to suffer a complete loss on the Purchaser’s investmentsuch disposition. 5.9 3.2.8 The Purchaser is an “accredited investor” as that term is defined in Regulation D under a sophisticated institutional investor with respect to the Act and has such Securities with sufficient knowledge and experience in financial and business matters as matters, including investing in and disposing of the Securities and similar securities, to be capable of evaluating properly negotiate and evaluate the merits of the transactions contemplated herein and risks of purchasing the Shares, and the Purchaser that it is able to bear the economic risk substantial risks associated therewith. The purchase of his investmentthe Securities pursuant to this Agreement is for its own account and the Purchaser has independently and without reliance upon the Seller or its representatives and based on such information as it has deemed appropriate in its independent judgment made its own analysis and decision to purchase the Securities pursuant to this Agreement. The Purchaser acknowledges that it has had the opportunity to consult with such advisors as it deems appropriate (including, without limitation, legal counsel) with respect to the matters referred to in this Agreement. 3.2.9 The Purchaser has retained no finder or broker in connection with the transactions contemplated by this Agreement, and the Purchaser hereby agrees to indemnify and to hold harmless the Seller from and against any liability for any commission or other compensation in the nature of a finder’s fee of any broker or other person (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser, any of its affiliates, or any of their respective equity owners, employees or representatives is or may be responsible.

Representations and Warranties of the Purchaser. As an inducement The Purchaser understands, and represents and warrants to, and agrees with, the Issuer, that: (a) The Purchaser understands that no federal or state agency has passed on or made any recommendation or endorsement of the Warrant. (b) The Purchaser acknowledges that, in making the decision to purchase the Warrant, it has relied solely upon independent investigations made by it and not upon any representations made by the Issuer with respect to the Seller Issuer or the Warrant. (c) The Purchaser understands that the Warrant is being offered and sold to enter into this Agreement it in reliance on specific exemptions or non-application from the registration requirements of federal and to consummate state securities laws and that the transactions contemplated herebyIssuer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser hereby makes set forth herein in order to determine the following representations applicability of such exemptions and warranties, each the suitability of which is materially true and correct on the date hereof and will be materially true and correct on Purchaser to acquire the Closing Date:Warrant. 5.1 (d) The Purchaser has full power is not a U.S. Person (as defined in Regulation S) and authority is not an affiliate of the Issuer. (e) No offer of the Warrant was made to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation Purchaser in the United States. (f) At the time the buy order for the Warrant was originated the Purchaser was located outside the United States. (g) None of the Purchaser, enforceable its affiliates or any person acting on behalf of the Purchaser or any such affiliate has engaged, or will engage, in accordance any Directed Selling Efforts with its terms. The executionrespect to the Warrant, delivery, any New Warrant or the Warrant Shares; and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and its affiliates have complied, and will comply, with the observance Offering Restrictions, and performance any other requirements, of Regulation S. (h) The Purchaser is aware that the terms Warrant, any New Warrant and provisions of this Agreement on the part of the Purchaser to be observed Warrant Shares have not been and performed will not constitute a violation of applicable law be registered under the Act and may only be offered or any provision of any contract sold pursuant to registration under the Act or other instrument to which the Purchaser is a party or by which it is boundan available exemption therefrom, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant subject to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreementconditions set forth herein. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller Company that: (a) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. (b) The Purchaser will acquire the Note, the Primary Shares and the Underlying Shares solely for its own account and for investment and not with a view to, or for sale in connection with, the distribution of the Note, the Primary Shares and the Underlying Shares in any transaction that would be in violation of the Securities Act or any applicable state securities laws. (c) The Purchaser understands that the Note, the Primary Shares and the Underlying Shares have not been registered under the Securities Act or any applicable state securities laws and that the Note, the Primary Shares and the Underlying Shares may be resold, pledged, hypothecated, transferred or otherwise disposed of only if registered under the Securities Act and applicable state securities laws or if an exemption from such registration requirements is available, and subject, nevertheless, to the disposition of its property being at all times within its control, and subject to Section 9 hereof. (d) The Purchaser understands that no governmental entity has passed upon or made any recommendation or endorsement of the Note, the Primary Shares and the Underlying Shares. (e) The Purchaser has the requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby, hereby and thereby to be consummated by the Purchaser. (f) The execution and delivery by the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all each of the other agreements Transaction Documents to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby to be consummated by the Purchaser have been duly authorized by all necessary corporate action of the Purchaser;. 5.2 The execution (g) This Agreement has been, and delivery of this Agreement by the Purchaser and the observance and performance each of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument Transaction Documents to which the Purchaser is a party or when delivered will have been, duly and validly executed and delivered by the Purchaser. (h) This Agreement constitutes, and each of the other Transaction Documents to which it the Purchaser is bounda party when executed and delivered will constitute, or valid and binding agreements of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability. (i) The execution and delivery by the Purchaser of this Agreement do not, and of each of the other Transaction Documents to which the Purchaser is a party when delivered will not, and, the consummation by the Purchaser of the transactions contemplated hereby and thereby will not (i) violate any order, writ, injunction, decree statuteprovision of law, rule or regulation applicable to it; 5.3 No insolvency proceedings it or any of its subsidiaries, except for any such violation that would not have a material adverse effect on the Purchaser’s ability to perform its obligations hereunder and thereunder, (ii) violate its certificate of incorporation, bylaws, or other organizational documents or those of any characterof its subsidiaries, including without limitationor (iii) conflict with, bankruptcyresult in a breach of or constitute a default under any contractual obligation to which it is a party, receivershipexcept for any such conflict, reorganization, composition breach or arrangement with creditors, voluntary default that would not have a material adverse effect on the Purchaser’s ability to perform its obligations hereunder and thereunder. (j) There is no legal or involuntary, designating the Purchaser as the bankrupt or the insolvent, are governmental proceeding pending or, to the knowledge of the Purchaser, threatened and threatened, to which the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken is a party or to which any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledgeproperties or assets of the Purchaser is subject by or before any court, threatened, arbitrator or other governmental entity which could in any manner restrain challenges or prevent the Purchaser from effectually and legally purchasing the Shares pursuant seeks to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability prevent, enjoin, alter or obligation to pay fees or commissions to any broker, finder, or agent with respect to materially delay the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents and warrants to the Seller Vendor that on the date of the Agreement and on the Closing Date each of the following statements set forth below (the "Purchaser’s Warranties") is true and accurate: 12.1.1 the Purchaser is a private company with limited liability, duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; 12.1.2 the Purchaser has the requisite power and authority (corporate and other) to enter into this and execute the Agreement and to consummate the transactions contemplated herebyherein. The execution of the Agreement and the consummation of the transactions herein have been duly and validly authorised and approved by all necessary corporate actions on behalf of the Purchaser, and no other proceedings are necessary to authorise the Purchaser hereby makes entering into the following representations and warranties, each Agreement or the consummation of which is materially true and correct on the date hereof and will be materially true and correct on transactions contemplated herein; 12.1.3 the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the legal, valid and legally binding obligation obligations of the Purchaser, enforceable in accordance with its terms. The execution, delivery, ; 12.1.4 the execution and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance Purchaser’s compliance with the transactions contemplated herein shall not: 12.1.4.1 conflict with any provision of the terms articles of association (including by-laws) or other constituent documents of the Purchaser, or any resolution of its supervisory board, management board or other corporate governing body or of its shareholders, or certificate holders; and 12.1.4.2 violate any binding obligations of the Purchaser, or any statute, law, rule, regulation, order, writ, injunction, judgement, award, or decree of any court, arbitrator, stock exchange or (other) governmental authority. 12.1.5 the Purchaser has arranged on an unconditional basis all necessary financing or has sufficient funds available to it to enter into and provisions of consummate this Agreement Agreement, as well as to perform all obligations in connection therewith; 12.1.6 other than as explicitly provided for in this Agreement, no consent, approval, order or authorisation of, or registration with, declaration or filing with, any person, (governmental) body or authority, and/or entity is required on the part of the Purchaser to be observed in connection with the execution and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened delivery and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions consummation of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and 12.1.7 the Purchaser is ablenot subject to any form of bankruptcy, without impairing financial conditionliquidation, to hold receivership, administration, arrangement or scheme with creditors, moratorium, interim or provisional supervision by a court or court appointee, whether in the Shares for an indefinite period jurisdiction of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable place of evaluating the merits and risks of purchasing the Sharescontrol or incorporation (if elsewhere), and the Purchaser is able to bear the economic risk whether in or out of his investmentcourt.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to and in favour of each of the Securityholders and Aura as follows, except to the Seller extent that such representations and warranties are qualified by the Public Record, as applicable, and acknowledges that such parties are relying upon such representations and warranties in connection with the transactions contemplated herein: (a) the Purchaser is a corporation validly existing and in good standing under the laws of the Province of Canada; (b) the Purchaser has the corporate power and capacity to enter into this Agreement and each additional agreement or instrument to consummate the transactions contemplated herebybe delivered pursuant to this Agreement, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This hereunder and thereunder, to own and lease its property, and to carry on its businesses as now being conducted; (c) this Agreement constitutes has been, and each additional agreement or instrument to be delivered pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Purchaser and each is, or will be at the Time of Closing, a legal, valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The (d) the execution and delivery of this Agreement by the Purchaser does not, and the observance and performance consummation of the terms and provisions Transaction will not, (i) result in a breach or violation of this Agreement on the part articles or bylaws of the Purchaser to be observed and performed will not or of any resolutions of the directors or shareholders of the Purchaser, (ii) conflict with, result in a breach of, constitute a violation default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of applicable law or an encumbrance upon any provision of any contract or other instrument material agreement to which the Purchaser is a party or by which it the Purchaser is boundbound or to which any material assets or property of the Purchaser is subject, or (iii) violate any provision of any applicable law or regulation or any judicial or administrative order, writaward, injunction, judgment or decree statute, rule or regulation applicable to itthe Purchaser; 5.3 No insolvency proceedings (e) the authorized capital of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser consists of an unlimited number of Common Shares, of which, as of the bankrupt date hereof, 3,961,584 Common Shares are issued and outstanding as fully paid and non-assessable; (f) when issued in accordance with the terms hereof, the Payment Shares will be validly issued as fully paid and non-assessable Common Shares; (g) when issued as contemplated pursuant to Section 3.02 hereof, the Replacement Convertible Securities will be validly issued; (h) when issued pursuant to and in accordance with the terms and conditions of the Replacement Convertible Securities, the Common Shares issuable on exercise of the Replacement Convertible Securities will be validly issued as fully paid and non- assessable Common Shares; (i) the Purchaser does not currently have any outstanding securities convertible, exchangeable or the insolvent, are pending or, to the knowledge exercisable into Common Shares of the Purchaser, threatened and other than as disclosed in the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedingsFinancial Statements; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his childrenj) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investorreporting issuer” as that term is defined under applicable securities law in Regulation D the Provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec and the Purchaser is in compliance with its timely and continuous disclosure obligations under the Act securities laws of the Provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec and the policies of the TSXV and, without limiting the generality of the foregoing, there has not occurred any “material change” (as defined under applicable securities legislation of the Provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec) which has not been publicly disclosed on a non-confidential basis and the statements collectively set forth in the Public Record are true, correct and complete in all material respects and, except as may have been corrected by subsequent disclosure, all the statements set forth in the Public Record were true, correct, and complete in all material respects and did not contain any misrepresentation as of the date of such statements and the Purchaser has not filed any confidential material change reports since the date of such statements which remains confidential as at the date hereof; (k) the Common Shares are listed on the TSXV, and Purchaser is not in material default of any requirement contained in its listing agreement with the TSXV; (l) Purchaser has at least 200 Public Shareholders (as such term is defined by TSXV policy) holding at least one Board Lot (as such term is defined by TSXV policy) each with no Resale Restrictions (as such term is defined by TSXV policy); (m) other than the issuance of the Purchaser Finder Shares to the Purchaser Finder, no person has any agreement, option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, options, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of the Purchaser; (n) other than the issuance of the Purchaser Finder Shares to the Purchaser Finder, the Purchaser does not own, and has such knowledge not at any time owned, and experience does not have any agreements of any nature to acquire, directly or indirectly, any shares in financial and business matters as to be capable the capital of evaluating the merits and risks of purchasing the Sharesor other equity or proprietary interests in any person, and the Purchaser is able does not have any agreements to bear the economic risk of his investment.acquire or lease any material assets or properties or any other business operations;

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to and agrees with the Seller to enter into this Agreement Operating Partnership and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each Company as of which is materially true and correct on the date hereof and will be materially true and correct on the as of each Closing DateDate as follows: 5.1 (a) The Purchaser has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware. The Purchaser has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. hereunder and thereunder and to consummate the transactions contemplated hereby. (b) This Agreement has been duly authorized, executed, and delivered by the Purchaser, and constitutes the valid legal, valid, and legally binding obligation of the Purchaser, enforceable in accordance with its terms. , except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by general principles of equity. (c) The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have Amendment has been duly authorized by the Purchaser; 5.2 The execution Purchaser and, when executed and delivery of this Agreement delivered by the Purchaser Purchaser, will constitute the legal, valid, and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge binding obligation of the Purchaser, threatened and the enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by general principles of equity. (d) The Purchaser has need not made an assignment for the benefit of creditors, nor has Purchaser taken give any action with a view notice to, make any filing with, or which would constitute the basis forobtain any authorization, the institution consent, or approval of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, Governmental Authority in order to consummate the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of transactions contemplated by this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to except for such as have been obtained and except for such as would not materially impede the transactions contemplated by this Agreement. 5.6 (e) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which the Purchaser is subject or any provision of its organizational documents, except for such violations as would not materially impede the transactions contemplated by this Agreement. (f) The Purchaser has relied solely on and its representatives have had an opportunity to ask questions and receive answers from the reports Operating Partnership and the Company regarding the terms and conditions of the Company filed with sale of the Securities Preferred Units to the Purchaser and Exchange Commission in making its decision to purchase the Sharesbusiness, properties, prospects and financial condition of the Operating Partnership and the Company. 5.7 (g) The Purchaser is purchasing acquiring the Shares solely Preferred Units for his its own account (or that of a trust established for the benefit of his children) for investment purposes and not with a view to or for sale in connection with any the distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended thereof. (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his childrenh) only, and neither in whole or in part for any other person. The Purchaser either has substantial experience as a pre-existing business or personal relationship with purchaser of equity securities issued by companies similar to the Company or any Operating Partnership and acknowledges that it is able to fend for itself, can bear the economic risk of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer could afford a complete loss on the Purchaser’s of such investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act , and has such knowledge and experience in financial and business matters as to be that it is capable of evaluating the merits and risks of an investment in the Preferred Units. The Purchaser acknowledges that in purchasing the Shares, and the Purchaser is able Preferred Units it must be prepared to continue to bear the economic risk of his investmentsuch investment for an indefinite period of time because the Preferred Units have not been registered under the 1933 Act and cannot be sold unless they are subsequently registered under the 1933 Act and applicable state securities laws, or unless exemptions from such registration requirements are available, and then will be only transferable in accordance with the terms of the Partnership Agreement, as modified by the Amendment. (i) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) under the 1933 Act. (j) There are no contracts, agreements, or understandings between the Purchaser and any person that would give rise to a valid claim against the Operating Partnership or the Company for a brokerage commission, finder’s fee, or other like payment in connection with the offering, issuance and sale of the Preferred Units to the Purchaser. (k) It is understood that any certificate(s) evidencing the Preferred Units shall initially bear substantially the following legend (in addition to any legend otherwise required under applicable federal or state securities laws or by the Partnership Agreement): “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS.”

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller to enter Issuer, acknowledging that the Issuer will be relying upon such representations and warranties in entering into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Dateas follows: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which (a) that the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to itresident in the jurisdiction indicated on the first page of this Agreement; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating (b) the Purchaser is purchasing the Securities as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened principal for its own account and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedingsother person; 5.4 There (c) the Purchaser has made the Certifications in Schedules A and B, which Certifications are no actionstrue and correct as at the date they were made and as at the date of Closing, suits, or proceedings pending or, provided that the Certification in Schedule B need not be made if the Securities have an acquisition cost to the best Purchaser of not less than CAD$150,000; (d) has no knowledge of a material change in the affairs of the Purchaser’s knowledgeIssuer that has not been generally disclosed to the public, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally save knowledge of this particular private placement (if not yet disclosed); (e) is not purchasing the Shares pursuant Securities as a result of an advertisement of the Securities in printed media of general and regular paid circulation, radio or television; (f) has not received any written or oral representations: (i) that any person will resell or repurchase the Securities; (ii) that any person will refund the purchase price of the Securities; (iii) as to the terms future price or value of the Securities; or (iv) that the Securities will be listed and provisions of this Agreement; andposted for trading on a stock exchange or that application has been made to list and post the Securities for trading on a stock exchange; 5.5 The Purchaser (g) has no liability or obligation had the opportunity to pay fees or commissions to any broker, finder, or agent consult its own independent professional advisors with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports legal, financial and tax consequences of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account Securities; (or that h) is capable of a trust established for assessing and evaluating the benefit of his children) for investment risks and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect Securities as a result of the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that financial, investment or business experience or as a result of advice received from a registered person other than the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for Issuer or an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Sharesaffiliate thereof, and the Purchaser is able to bear the economic risk loss of his its investment; (i) the Purchaser understands that the Issuer has not registered any of the Securities under the United States Securities Act of 1933 (the “1933 Act”) or the applicable laws of any other jurisdiction, in reliance on exemptions from registration. The Purchaser further understands that such exemptions depend upon the Purchaser’s investment intent at the time it acquires the Securities. The Purchaser therefore represents and warrants that it is purchasing the Securities without any present intention to distribute, assign, resell or transfer the Securities in any manner with would result in a violation of United States securities laws. (j) the Purchaser has had the opportunity to review all reports that the Issuer has filed with the U.S. Securities and Exchange Commission; (k) to its knowledge, the Purchaser has not purchased the Securities as a result of any form of General Solicitation or General Advertising as these terms are defined in Regulation D under the 1933 Act. The solicitation of an offer to purchase the Securities was directly communicated to the Purchaser. At no time was the Purchaser presented with or solicited by or through any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising in connection with such communicated offer; (l) acknowledges that (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) there is no government or other insurance covering the Securities; (iii) there are risks associated with the purchase of the Securities; (iv) and there are restrictions on the Purchaser’s (or beneficial purchaser’s, if applicable) ability to re-sell the Securities and it is the responsibility of the Purchaser to comply with those restrictions before selling or trading the Securities; (m) the funds representing the aggregate subscription price in respect of the Securities which will be advanced by the Purchaser to the Issuer hereunder will not represent proceeds of crime for the purposes of United States and Canadian money laundering and terrorist financing legislation, and the Purchaser acknowledges that the Issuer may in the future be required by law to disclose the name of the Purchaser and other information relating to this Agreement and the subscription hereunder. To the best of the Purchaser’s knowledge (a) none of the subscription funds provided by the Purchaser (i) have been or will be derived directly or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Purchaser and, (b) the Purchaser will promptly notify the Issuer if it discovers that any of such representations cease to be true, and to provide the Issuer with appropriate information in connection therewith.

Representations and Warranties of the Purchaser. As The Purchaser represents and warrants to and in favour of TargetCo, CRC and CRC Members as follows, except as Disclosed, and acknowledges that TargetCo, CRC and CRC Members are relying upon such representations and warranties in connection with the transactions contemplated herein: (a) the Purchaser is a corporation validly existing and in good standing under the laws of the Province of British Columbia and is duly registered, licensed or qualified to carry on business as an inducement extra-provincial or foreign corporation under the laws of the jurisdictions in which the nature of its business makes such registration, licensing or qualification necessary and has all requisite corporate power and corporate authority and is duly qualified and holds all material permits, licences, registrations, permits, qualifications, consents and authorizations necessary or required to carry on its business as now being conducted, and neither Purchaser, nor, to the Seller knowledge of Purchaser, any other person, has taken any steps or proceedings, voluntary or otherwise, requiring or authorizing the dissolution or winding up of Purchaser; (b) the Purchaser has the corporate power and capacity to enter into this Agreement and to consummate the transactions contemplated herebyAgreement, the Purchaser hereby makes the following representations Ancillary Agreements and warrantieseach additional agreement or instrument to be delivered pursuant to this Agreement, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This hereunder and thereunder, to own and lease its property, and to carry on its businesses as now being conducted; (c) this Agreement, the Executive Employment Agreements, and the Ancillary Agreements have been, and each additional agreement or instrument to be delivered pursuant to this Agreement constitutes will be prior to the Time of Closing, duly authorized, executed and delivered by the Purchaser and each is, or will be at the Time of Closing, a legal, valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The (d) the execution and delivery of this Agreement by Agreement, the Purchaser Executive Employment Agrements, and the observance Ancillary Agreements do not, and performance the consummation of the terms and provisions Transaction will not, (i) result in a breach or violation of this Agreement on the part articles of the Purchaser to be observed and performed will not or of any resolutions of the Board or shareholders of the Purchaser, (ii) conflict with, result in a breach of, constitute a violation default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of applicable law an encumbrance upon any material agreement (including any Purchaser Material Contract), license or any provision of any contract or other instrument permit to which the Purchaser is a party or by which it the Purchaser is boundbound or to which any material assets or property of the Purchaser is subject, or (iii) violate any provision of any Applicable Law (including Applicable Securities Laws) or regulation or any judicial or administrative order, writaward, injunction, judgment or decree statute, rule or regulation applicable to itthe Purchaser; 5.3 No insolvency proceedings (e) the authorized capital of the Purchaser currently consists of an unlimited number of Purchaser Shares, of which, as of the date hereof, 6,444,998 Purchaser Shares are issued and outstanding as fully paid and non-assessable; (f) when issued in accordance with the terms hereof, the Consideration Securities will be validly issued as fully paid and non-assessable Purchaser Shares; (g) there are no other Purchaser Shares or securities convertible, exercisable or exchangeable into Purchaser Shares issued or outstanding; (h) no person has any agreement, option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, options, warrants or convertible obligations of any characternature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of the Purchaser; (i) the Purchaser has duly authorized and adopted the Purchaser EIP; (j) the Purchaser has complied and will comply fully with the requirements of all applicable corporate and Applicable Securities Laws in all matters relating to the Transaction, including without limitationthe issue and exchange of the Consideration Securities. No consent, bankruptcyauthorization, receivershipapproval, reorganization, composition permit or arrangement order of or filing with creditors, voluntary any governmental or involuntary, designating regulatory authority is or will be required under current laws and regulations in connection with the Purchaser as the bankrupt execution and delivery of this Agreement or the insolventoffer, issuance, or delivery of the Consideration Securities, except, if applicable, notices of exemption; (k) there are pending no legal actions, suits, arbitrations or other legal, administrative or governmental proceedings or, to the knowledge of the Purchaser, threatened against the Purchaser, or its properties or business, and the Purchaser is not aware of any pending investigations or facts which are likely to result in or form the basis for any such action, suit or other proceeding. The Purchaser is not in default with respect to any judgment, order or decree of any court or any governmental agency or instrumentality. The Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken been threatened with any action with a view toor proceeding under any business or zoning ordinance, law or which would constitute the basis for, the institution of any such insolvency proceedingsregulation; 5.4 There are (l) no actionsorder ceasing or suspending trading in securities of the Purchaser or prohibiting the sale of such securities has been issued to and is outstanding against the Purchaser or its directors, suits, officers or proceedings pending orpromoters and, to the best of the Purchaser’s knowledge, no investigations or proceedings for such purposes are pending or threatened, which could in any manner restrain or prevent ; (m) the Purchaser from effectually will, within the required time, file with any applicable securities agency any documents, reports and legally purchasing information, in the Shares pursuant required form, required to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated be filed by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Applicable Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale Laws in connection with any distribution of the Shares or any portion thereof and not Transaction, together with any present intention applicable filing fees and other materials; (n) the Purchaser is not in default in the performance or observance of sellingany material obligation, offering to sell agreement, covenant or otherwise disposing of or distributing the Shares or any portion thereof condition contained in any transaction indenture, mortgage, deed of trust or other than material instrument or agreement to which it is a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons party or by reason which it or its property may be bound; (o) since the date of the Purchaser’s most recent audited Financial Statements, the Purchaser has not, except as disclosed in the Public Record: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which will not materially and adversely affect the business, properties or financial experience or the business or financial experience prospects of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company ; (ii) paid any obligation or liability other than, or discharged or satisfied any affiliate liens or selling agent of the Companyencumbrances other than those securing, directly or indirectlycurrent liabilities, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in each case in the Company and ordinary course of business; (iii) declared or made any payment to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase or distribution to its shareholders as such, or purchased or redeemed any of the Shares will be a highly speculative investment and involves a high degree its shares of riskcapital stock, and the Purchaser is able, without impairing financial condition, or obligated itself to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.do so;

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller to enter into Vendors as of the date of this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 (a) Authorisation and Validity of the Agreement The Purchaser has full the legal capacity, right, power and authority to execute execute, deliver and deliver perform this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid other agreements and legally binding obligation of the Purchaser, enforceable in accordance with its termsdocuments contemplated by this Agreement. The execution, delivery, delivery and performance by the Purchaser of this Agreement and all other agreements the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized authorised by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement all necessary action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser. (b) Capitalisation There are no rights of first refusal, pre-emptive rights or other similar agreements obligating the Purchaser or any other person to be observed offer any Transferable EuroWeb Shares and performed will not constitute a Escrow Shares to any person and none of the Transferable EuroWeb Shares and the Escrow Shares were issued in violation of applicable law any pre-emptive or any provision similar rights. (c) EuroWeb Shares Upon the Closing the Transferable EuroWeb Shares shall be validly issued, fully paid up and owned by and registered under the name of any contract or other instrument the Vendors and such Shares shall be free from all encumbrances, claims and litigation. By Closing the Escrow Shares shall be validly issued, fully paid up and owned by and registered under the name of the Purchaser. Upon an Event of Default the Escrow Shares shall be transferred to which the Vendors, free from all encumbrances, claims and litigation. (d) Organisation of the Company The Purchaser is a party or company limited by which it shares established under the laws of the State of Delaware and is boundduly organized, or any ordervalidly existing and in good standing. (e) No devaluation, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings filings The Purchaser is not aware of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating fact which may result a material devaluation of the Purchaser as the bankrupt or the insolvent, are pending or, EuroWeb Shares compared to the knowledge of the Purchaser, threatened and the Reference Price. Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed all necessary filings with the US Securities and Exchange Commission in making and each such filing, as of its decision to purchase respective filing date, complied with all applicable requirements of the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (US securities laws and none of such filings contained or that contains any untrue statement of a trust established for material fact or omits to state a material fact required to be stated in order to make the benefit of his children) for investment statements therein not misleading and not with a view to or for sale in connection with any distribution none of the Shares information provided to Vendors regarding Purchaser contains an untrue statement of material fact or any portion thereof and not with any present intention of selling, offering omits to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than state a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as material fact required to be capable of evaluating stated in order to make the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investmentstatements not misleading.

Representations and Warranties of the Purchaser. As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the The Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on warranties to the date hereof and will be materially true and correct on the Closing DateSeller: 5.1 3.3.1 The Purchaser has full the requisite power and authority to execute enter into and deliver perform this Agreement and to perform its obligations purchase the shares being sold to it hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, delivery and performance of this Agreement by such Purchaser and all other agreements the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the Purchaser; 5.2 The execution all necessary action, and delivery no further consent or authorization of this such Purchaser is required. This Agreement has been duly authorized, executed and delivered by the such Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with the observance terms thereof. 3.3.2 The Purchaser is, and performance will be at the time of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions execution of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finderan “accredited investor”, or agent with respect to as such term is defined in Regulation D promulgated by the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act 1933 Act”). Purchaser also represents that the entire legal , is experienced in investments and beneficial interest of the Shares is being purchasedbusiness matters, and will be held, for the Purchaser’s account (or that has made investments of a trust established for speculative nature and has purchased securities of United States publicly-owned companies in the benefit of his children) onlypast and, with its representatives, has such knowledge and neither experience in whole or in part for any financial, tax and other person. The business matters as to enable such Purchaser either has a pre-existing business or personal relationship with to utilize the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated information made available by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect make an informed investment decision with respect to the Purchaser’s own interests in connection with this transaction. 5.8 proposed purchase, which represents a speculative investment. The Purchaser realizes that has the authority and is duly and legally qualified to purchase and own shares of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 Company. The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investmentsuch investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchaser is accurate. 3.3.3 On the Closing Date, such Purchaser will purchase the Acquired Shares pursuant to the terms of this Agreement for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof. 3.3.4 The Purchaser understands and agrees that the Acquired Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Purchaser contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. In any event, and subject to compliance with applicable securities laws, the Purchaser may enter into lawful hedging transactions in the course of hedging the position they assume and the Purchaser may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of these Acquired Shares. 3.3.5 The Acquired Shares shall bear the following or similar legend: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” 3.3.6 The offer to sell the Acquired Shares was directly communicated to such Purchaser by the Company. At no time was such Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. 3.3.7 Such Purchaser represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchaser otherwise notifies the Company prior to the Closing Date shall be true and correct as of the Closing Date. 3.3.8 The foregoing representations and warranties shall survive the Closing Date and for a period of one year thereafter.

Representations and Warranties of the Purchaser. As an inducement Each of Xxxx and THD represents and warrants to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Dateas follows: 5.1 The Purchaser 4.1. It is a corporation duly organized, validly existing, and in good standing under the laws of Delaware. It has full power and authority to execute execute, deliver and deliver perform this Agreement Agreement, and to perform doing so will not violate any provision of law or contravene any provision of its obligations hereunderCertificate of Incorporation or Bylaws. 4.2. This Agreement constitutes and the valid and legally binding obligation of the Purchaser, enforceable transactions provided for in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby by each Purchaser have been duly authorized by the each Purchaser;, and this Agreement constitutes a legal, valid and binding obligation of each Purchaser. 5.2 4.3. The execution and delivery of this Agreement by the each Purchaser and the observance consummation and performance documentation of the terms transactions provided for herein do not and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law breach of, or default under, any provision of any contract commitment, agreement, judgment or other instrument pending suit or court proceeding to which the Purchaser is a party or by to which it any or its assets is boundsubject and will not create, or cause the acceleration of the maturity of, any orderdebt, writ, injunction, decree statute, rule liability or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge obligation of the Purchaser. 4.4. The Xxxx Shares will, threatened when delivered to the Seller or the Partners upon conversion of the Xxxx Notes, be duly issued, fully paid and non-assessable. 4.5. No consent of any federal, state or local authority is required in connection with the consummation of the transactions contemplated by this Agreement by each Purchaser. 4.6. No written representation or warranty made by the Purchaser has in this Agreement, or in any written statement, certificate or other instrument furnished to the Seller pursuant hereto, or in connection with the transactions contemplated hereby, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not made an assignment misleading. 4.7. Todd's annual report (Form 10-K) for its fiscal year ended August 31, 1996 and its quarterly report (Form 10-Q) for the benefit period ended February 28, 1997, as filed with the Securities and Exchange Commission are true and correct in all material respects and contain no material omissions, and there has been no material adverse change in Todd's financial condition since the last date covered by such Form 10-Q. 4.8. Neither Purchaser nor any of creditors, nor their employees or agents has Purchaser taken incurred any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, finder or agent for any brokerage fees, finder's fees or commissions with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller Issuer that, as at the Agreement Date and at the Closing: (a) the Purchaser has not received a copy of an offering memorandum (as defined in any applicable Canadian securities legislation) or any similar document in connection with its subscription for Securities, and the decision to enter into execute this Subscription Agreement and to consummate purchase the transactions contemplated herebySecurities has not been based upon any oral or written representations as to fact or otherwise made by or on behalf of the Issuer, and this decision has been based entirely upon publicly available information concerning the Purchaser hereby makes Issuer; (b) the following representations and warrantiespurchase of the Securities has not been made through, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement or as a result of, and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part knowledge of the Purchaser to be observed and performed will the distribution of the Securities is not constitute being accompanied by, a violation of applicable law general solicitation or any provision of any contract advertisement including articles, notices or other instrument to which the Purchaser is a party communications published in any newspaper, magazine or by which it is boundsimilar media or broadcast over radio or television, or any order, writ, injunction, decree statute, rule seminar or regulation applicable to itmeeting whose attendees have been invited by general solicitation or general advertising; 5.3 No insolvency proceedings (c) no person has made to the Purchaser any written or oral representations: (i) that any person will resell or repurchase the Securities; (ii) that any person will refund the purchase price of the Purchased Securities; (iii) as to the future price or value of any characterof the Securities; or (iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post any of the Securities for trading on any stock exchange, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating except for the Purchaser as the bankrupt or the insolvent, are pending or, Shares; (d) to the knowledge of the Purchaser, threatened and the Purchaser this subscription has not made an assignment for been solicited in any other manner contrary to the benefit of creditors, nor has Purchaser taken any action with a view to, Applicable Legislation or which would constitute the basis for, the institution of any such insolvency proceedingsU.S. Securities Act; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his childrene) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” at arm's length (as that term is defined in Regulation D under customarily defined) with the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and Issuer; (f) the Purchaser is able not a "control person" of the Issuer as defined in the Securities Act (British Columbia), will not become a "control person" by virtue of the purchase of any of the Securities, and does not intend to bear act in concert with any other person to form a control group of the economic risk of his investment.Issuer;

Representations and Warranties of the Purchaser. As an inducement 6.1 The Purchaser represents and warrants to the Seller Holder as follows and acknowledges that the Holder is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement: (a) the Purchaser is validly subsisting under the laws of New Zealand and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Purchase Agreement and to perform its obligations hereunder. This Agreement constitutes the valid hereunder and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaserthereunder; 5.2 The (b) the execution and delivery of this Agreement and the Purchase Agreement by the Purchaser and the observance performance by it of its obligations hereunder and thereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the Purchase Agreement and the performance of the terms its obligations hereunder and provisions of thereunder; (c) this Agreement on and the part Purchase Agreement have been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the other parties thereto, each constitutes a legal, valid and binding obligation, enforceable by the other parties thereto against the Purchaser in accordance with its terms, subject, however, to limitations imposed by applicable law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (d) the consummation by the Purchaser to be observed of the transactions contemplated hereby and performed under the Purchase Agreement will not constitute a violation of applicable law a default under, or conflict with, any provision contract, commitment, agreement, arrangement, understanding or restriction of any contract or other instrument kind to which the Purchaser is a party or by which it the Purchaser is bound, ; and (e) there are no legal proceedings in progress or pending before any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending governmental authority or, to the knowledge of the Purchaser, threatened and against the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which its affiliates that would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could adversely affect in any manner restrain or prevent the ability of the Purchaser from effectually to enter into this Agreement and legally purchasing to perform its obligations hereunder or under the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Purchase Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an a material inducement to the Seller to enter GQM entering into this Agreement and to consummate completing the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver by this Agreement and acknowledging that GQM is entering into this Agreement in reliance upon the representations and warranties of the Purchaser set out in this Section 3.2, each member of the Purchaser Group severally, and not jointly, represents and warrants to perform its obligations hereunder. This GQM as follows: (1) the execution, delivery and performance by each member of the Purchaser Group of this Agreement will not result in the violation of, or constitute a default under or conflict with or cause the acceleration of any obligation of it under: (i) any provision of the constating documents or by-laws or resolutions of the governing body of such member, as applicable; or (ii) any judgment, decree, order or award of any court, governmental body or arbitrator having jurisdiction over and binding on such member; (2) this Agreement has been duly executed and delivered by each member of the Purchaser Group and constitutes the a legal, valid and legally binding obligation of the Purchasereach such member, enforceable against it in accordance with its terms. The executionterms subject to the Enforcement Exceptions; (3) it understands and agrees that there may be material tax consequences to it resulting from the transactions with this Agreement, deliveryand, except as expressly contemplated in this Agreement, GQM gives no opinion and makes no representation with respect to the tax status of US Holdco or the consequences under United States, state, local or foreign tax law of its acquisition of the US Holdco Shares; (4) the Purchasers by Shares are the legal and beneficial owners of the 177,701,229 GQM Shares, the Purchasers by Shares are the legal and beneficial owners of the GQM Options, and performance the Purchasers by Loan are the legal and beneficial owners of this Agreement the GQM Warrants, and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution GQM Shares, GQM Options and delivery of this Agreement GQM Warrants held by the Purchaser are being tendered and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser exchanged to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement GQM for cancellation in accordance with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this AgreementSection 2.2; and 5.5 The (5) the Purchaser has no liability will have as of the Closing Time available financial resources (in the form of cash, cash equivalents or obligation credit facilities with draw-down availability) necessary to pay fees or commissions to any broker, finder, or agent with respect to consummate the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the The Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on warranties to the date hereof and will be materially true and correct on the Closing DateSeller: 5.1 3.3.1 The Purchaser has full the requisite power and authority to execute enter into and deliver perform this Agreement and to perform its obligations purchase the shares being sold to it hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, delivery and performance of this Agreement by such Purchaser and all other agreements the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the Purchaser; 5.2 The execution all necessary action, and delivery no further consent or authorization of this such Purchaser is required. This Agreement has been duly authorized, executed and delivered by the such Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with the observance terms thereof. 3.3.2 The Purchaser is, and performance will be at the time of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions execution of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finderan “accredited investor”, or agent with respect to as such term is defined in Regulation D promulgated by the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act 1933 Act”). Purchaser also represents that the entire legal , is experienced in investments and beneficial interest of the Shares is being purchasedbusiness matters, and will be held, for the Purchaser’s account (or that has made investments of a trust established for speculative nature and has purchased securities of United States publicly-owned companies in the benefit of his children) onlypast and, with its representatives, has such knowledge and neither experience in whole or in part for any financial, tax and other person. The business matters as to enable such Purchaser either has a pre-existing business or personal relationship with to utilize the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated information made available by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect make an informed investment decision with respect to the Purchaser’s own interests in connection with this transaction. 5.8 proposed purchase, which represents a speculative investment. The Purchaser realizes that has the authority and is duly and legally qualified to purchase and own shares of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 Company. The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investmentsuch investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchaser is accurate. 3.3.3 On the Closing Date, such Purchaser will purchase the Acquired Shares pursuant to the terms of this Agreement for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof. 3.3.4 The Purchaser understands and agrees that the Acquired Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Purchaser contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. In any event, and subject to compliance with applicable securities laws, the Purchaser may enter into lawful hedging transactions in the course of hedging the position they assume and the Purchaser may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of these Acquired Shares. 3.3.5 The Acquired Shares shall bear the following or similar legend: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” 3.3.6 The offer to sell the Acquired Shares was directly communicated to such Purchaser by the Company. At no time was such Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. 3.3.7 The Purchaser represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchaser otherwise notifies the Company prior to the Closing Date shall be true and correct as of the Closing Date. 3.3.8 The foregoing representations and warranties shall survive the Closing Date and for a period of one year thereafter.

Representations and Warranties of the Purchaser. As an inducement 7.1 The Purchaser hereby represents and warrants as follows and hereby acknowledges and confirms that the Vendor is relying on such representations and warranties in connection with the transactions provided for in this agreement: (a) The Purchaser is a corporation incorporated and validly existing under the laws of the State of Delaware. The Purchaser files reports pursuant to the Seller to enter into this Agreement Securities Exchange Act of 1934 and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each certain of which is materially true and correct its eligible shares of common stock trade on the date hereof and will be materially true and correct on OTC electronic bulletin board under the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaserstock symbol "TGLO"; 5.2 (b) The execution and delivery of this Agreement agreement, together with all other agreements the execution of which by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or herein contemplated, have been duly authorized by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened all necessary action and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action all requisite power and authority to enter into all such agreements and to perform and discharge its obligations thereunder in accordance with a view to, or which would their respective terms and such agreements constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best valid and binding obligations of the Purchaser’s knowledge, threatened, which could Purchaser enforceable against it in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreementaccordance with their respective terms; and 5.5 (c) The Purchaser has an authorized capital of 103,000,000 shares divided into 100,000,000 shares of common stock and 3,000,000 shares of preferred stock, and as of November 8, 2002, 31,081,574 shares of common stock and no liability shares of preferred stock were issued and outstanding. All regulatory approvals and consents required to issue the Warrants and to complete the obligations of the Purchaser hereunder have been obtained or obligation will be obtained prior to pay fees or commissions to any broker, finder, or agent with respect to the issuance thereof. On completion of the transactions contemplated by hereby and in accordance with this Agreementagreement, the Warrants will be validly created and issued to the Vendor and except as provided herein, upon the exercise of the Warrants in accordance with their terms and payment of the exercise therefor, the shares of common stock of the Vendor issuable upon such exercise shall be validly issued as fully paid and non-assessable shares, free and clear of all charges, liens, pledges or other encumbrances and rights of others. 5.6 (d) The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission neither assets in making its decision to purchase the SharesCanada, nor gross revenues from sales in, from or into Canada, exceeding C$400,000,000. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller Securityholder (and acknowledges that the Securityholder is relying on these representations and warranties in completing the transactions contemplated hereby) the matters set out below: (a) the Purchaser is a corporation duly incorporated and validly existing under the laws of the Province of British Columbia and has all necessary corporate power, authority and capacity to enter into this Agreement and to consummate carry out its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct by this Agreement have been duly authorized by all necessary corporate action on the date hereof and will be materially true and correct on part of the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunderPurchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes the a legal, valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms. The execution, deliverysubject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other applicable Laws relating to or affecting rights of creditors generally and performance subject to the qualification that equitable remedies, including specific performance, are discretionary; and (b) except as would not materially hinder, delay or impede the consummation of the transaction contemplated by this Agreement and the Arrangement Agreement, none of the execution and delivery by the Purchaser of this Agreement and all other agreements or the completion of the transactions contemplated hereby have been duly authorized by or the Purchaser; 5.2 The execution and delivery of this Agreement compliance by the Purchaser and with the observance and performance Purchaser’s obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating or governing documents or resolutions of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or Purchaser; (ii) any provision of any contract or other instrument Contract to which the Purchaser is a party or by which it is bound, the Purchaser or any orderof the property or assets of the Purchaser are bound; (iii) any judgment, writdecree, injunction, decree statute, rule order or regulation award of any Governmental Entity; or (iv) any applicable to itLaws; 5.3 No insolvency proceedings of (c) there is no private or governmental action, suit, claim, arbitration, investigation or other proceeding in progress or pending before any characterGovernmental Entity, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and against the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, affiliates or any of their respective directors or controlling persons officers (in their capacities as such) that, individually or by reason of in the aggregate, could impair the Purchaser’s business ability to enter into this Agreement or financial experience perform its obligations under this Agreement. There is no judgment, decree or order against the business Purchaser or financial experience any of its affiliates or any of their directors or officers (in their capacities as such) that could prevent, enjoin, alter, delay or adversely affect the ability of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company Purchaser to enter into this Agreement or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with perform its obligations under this transactionAgreement. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents, warrants and covenants to the Seller Company that, as of the related Closing Date or as of such date specifically provided herein: (a) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of Delaware and is qualified to enter into this Agreement transact business in, is in good standing under the laws of, and to consummate possesses all licenses necessary for the transactions contemplated hereby, the Purchaser hereby makes the following representations and warrantiesconduct of its business in, each of state in which any Mortgaged Property is materially true and correct on the date hereof and will be materially true and correct on the Closing Date:located or is otherwise exempt or not required under applicable law to effect such qualification or license; 5.1 (b) The Purchaser has full power and authority to execute and deliver hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to perform execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct its obligations hereunder. This Agreement constitutes business as presently conducted, has duly authorized the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, delivery and performance of this Agreement and all other agreements contemplated hereby have been the related Term Sheet, has duly authorized by executed and delivered this Agreement and the Purchaserrelated Term Sheet; 5.2 The (c) None of the execution and delivery of this Agreement by the Purchaser and the observance and performance related Term Sheet, the purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and provisions conditions of this Agreement on and the part related Term Sheet will conflict with any of the Purchaser to be observed and performed will not constitute terms, conditions or provisions of the Purchaser’s charter or by-laws or materially conflict with or result in a violation material breach of applicable law any of the terms, conditions or provisions of any legal restriction or any provision of any contract agreement or other instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, writ, injunction, judgment or decree statute, rule to which the Purchaser or regulation applicable to itits property is subject; 5.3 No insolvency proceedings of any character(d) There is no litigation, including without limitationsuit, bankruptcy, receivership, reorganization, composition proceeding or arrangement with creditors, voluntary investigation pending or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent threatened against the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finderPurchaser, or agent any order or decree with respect to the Purchaser which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans, the execution, delivery or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Purchaser; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement.Agreement and the related Term Sheet except for consents, approvals, authorizations and orders which have been obtained; 5.6 (f) The Purchaser has relied solely on the reports consummation of the Company filed with transactions contemplated by this Agreement and the Securities and Exchange Commission related Term Sheet is in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that ordinary course of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.;

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents, warrants and covenants to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct Company as follows on the date hereof and will be materially true and correct on as of the Closing Date: 5.1 The (a) the Purchaser has full power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. This hereunder and this Agreement constitutes has been duly executed and delivered by the valid Purchaser and legally will be valid, binding obligation of and enforceable against the Purchaser, enforceable Purchaser in accordance with its terms. The ; (b) none of the execution, delivery, and delivery or performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance will result in any breach of the any terms and or provisions of this Agreement on the part of the Purchaser to be observed and performed will not of, or constitute a violation of applicable law default under, any contract, agreement or any provision of any contract or other instrument to which the Purchaser is a party or by which it the Purchaser is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating (c) the Purchaser (i) did not use a "purchaser's representative" (as that term is used in Regulation D as promulgated by the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened Securities and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action Exchange Commission) in connection with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser ; (ii) has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its made his decision to purchase the Shares. 5.7 The Purchaser is purchasing Shares independent of any statements, disclosures or judgments as to the Shares solely for his own account properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any person, including any officer, director or shareholder of the Company; (iii) has been advised by the Company that of a trust established for (A) the benefit of his children) for investment offer and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and have not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration been registered under the Securities Act of 1933, as amended (the “Act ”"SECURITIES ACT"). Purchaser also represents that the entire legal and beneficial interest of ; (B) the Shares is being purchased, and will must be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, held indefinitely and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able must continue to bear the economic risk of his investment.the investment in the Shares unless the offer and sale of such Shares is subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; (C) there is no established market for the Shares and it is not anticipated that there will be any public market for the Shares in the foreseeable future; (D) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any securities of the Company, and the Company has made no covenant to make such Rule available; (E) when and if Shares may be disposed of without registration under the Securities Act in reliance on Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule; (F) if the Rule 144 exemption is not available, public offer or sale without registration will require the availability of an exemption under the Securities Act; (G) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares; and (H) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Shares;

Representations and Warranties of the Purchaser. As an inducement to the Seller Company to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Dateof this Agreement: 5.1 4.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 4.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 4.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has the Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 4.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and; 5.5 4.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.; 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 4.6 The Purchaser is purchasing acquiring the Shares solely for his its own account (or that of a trust established for the benefit of his children) for investment and not with a view to to, or for sale in connection with with, any distribution of the Shares or any portion thereof and not thereof, nor with any present intention of sellingdistribution or selling the same, offering to sell and, except as contemplated by this Agreement, and has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. The Purchaser understands that the Shares may not be sold, transferred or otherwise disposing disposed of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from without registration under the Securities Act of 1933, as amended 1933 (the “Act Act”). Purchaser also represents ) or an exemption therefrom, and that in the entire legal and beneficial interest absence of an effective registration statement covering the Shares is being purchasedor an available exemption from registration under the Act, and will the Shares must be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. held indefinitely; 4.7 The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser represents that: it is an “accredited investor” as that term is defined in Regulation D within the meaning of the applicable rules and regulations promulgated under the Act Act, for one of the reasons on the attached Exhibit B. The Purchaser represents and acknowledges that: (i) it is experienced in evaluating and investing in private placement transactions in similar circumstances (ii) it has such knowledge and experience in financial and business matters as to be and is capable of evaluating the merits and risks of purchasing the investment in the Shares, and the Purchaser (iii) it is able to bear the substantial economic risk risks of his an investment the Shares for an indefinite period of time, (iv) it has no need for liquidity in such investment, (v) it can afford a complete loss of such investment, and (vi) it has such knowledge and experience in financial, tax and business matters so as to enable it to utilize the information made available to it in connection with the offering of the Shares to evaluate the merits and risks of the purchase of the Shares and to make an informed investment decision with respect thereto; and 4.8 The offer to sell the Shares was directly communicated to the Purchaser by the Company. At no time was the Purchaser presented with or solicited advertisement, articles, notice or other communication published in any newspaper, television or radio or presented at any seminar or meeting, or any solicitation by a person not previously known to the undersigned in connection with the communicated offer.

Representations and Warranties of the Purchaser. As an inducement to The Purchaser ----------------------------------------------- represents and warrants, as of the Seller date hereof, as follows: 4.1 the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, hereby and has taken all necessary action to authorize the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the PurchaserAgreement; 5.2 The execution and delivery of this Agreement by 4.2 if applicable, the Purchaser is duly organized, validly existing and in good standing under the observance laws of its jurisdiction; 4.3 the making and performance of the terms Agreement by Purchaser and provisions of this Agreement on the part consummation of the Purchaser to be observed and performed transactions herein contemplated will not constitute a violation of applicable law or violate any provision of the organizational documents of Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any contract material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or by which it is boundor, any statute or any authorization, judgment, decree, order, writ, injunction, decree statute, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to itPurchaser; 5.3 No insolvency proceedings 4.4 the Purchaser is an institutional investor or otherwise exempt from the reporting requirements of the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (and the regulations thereunder) with respect to this transaction; 4.5 no consent, approval, authorization or other order of any charactercourt, including without limitationregulatory body, administrative agency or other governmental body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement; 4.6 upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, receivershipinsolvency, reorganization, composition moratorium or arrangement with similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), voluntary or involuntary, designating the Purchaser and except as the bankrupt indemnification agreements in Section 6 hereof may be legally unenforceable; and 4.7 there is not in effect any order enjoining or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent restraining the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions entering into or engaging in any of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller Securityholder (and acknowledges that the Securityholder is relying on these representations and warranties in completing the transactions contemplated hereby) the matters set out below: (a) the Purchaser is a corporation duly incorporated and validly existing under the laws of the Province of British Columbia and has all necessary corporate power, authority and capacity to enter into this Agreement and the Arrangement Agreement and to consummate carry out its obligations under this Agreement and the Arrangement Agreement. The execution and delivery of this Agreement and the Arrangement Agreement and the consummation of the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver by this Agreement and to perform its obligations hereunderthe Arrangement Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser. This Each of this Agreement and the Arrangement Agreement has been duly executed and delivered by the Purchaser and constitutes the a legal, valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms. The execution; (b) except as would not materially hinder, deliverydelay or impede the consummation of the transaction contemplated by this Agreement and the Arrangement Agreement, none of the execution and performance delivery by the Purchaser of this Agreement and all other agreements or the completion of the transactions contemplated hereby have been duly authorized by or the Purchaser; 5.2 The execution and delivery of this Agreement compliance by the Purchaser and with the observance and performance Purchaser’s obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating or governing documents or resolutions of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or Purchaser; (ii) any provision of any contract or other instrument Contract to which the Purchaser is a party or by which it is the Purchaser or any of the property or assets of the Purchaser are bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any applicable Laws; (c) other than as set forth in the Arrangement Agreement, no consent, waiver, approval, authorization, order, exemption, registration, license or declaration of or by, or filing with, or notification to any order, writ, injunction, decree statute, rule Governmental Entity or regulation applicable other third party which has not been made or obtained is required to it; 5.3 No insolvency proceedings be made or obtained by the Purchaser or any of its affiliates in connection with the execution and delivery by the Purchaser and enforcement against the Purchaser of this Agreement or the Arrangement Agreement or the consummation of any character, including without limitation, bankruptcy, receivership, reorganization, composition transactions provided for herein or arrangement with creditors, voluntary or involuntary, designating therein (provided that the Purchaser as makes no representations or warranties with respect to the bankrupt consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Sunward or the insolventSecurityholder necessary for the consummation of the transactions contemplated herein or by the Arrangement Agreement); and (d) there is no private or governmental action, are suit, claim, arbitration, investigation or other proceeding in progress or pending before any Governmental Entity, or, to the knowledge of the Purchaser, threatened and against the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, affiliates or any of their respective directors or controlling persons officers (in their capacities as such) that, individually or by reason of in the aggregate, could impair the Purchaser’s business ability to enter into this Agreement or financial experience perform its obligations under this Agreement. There is no judgment, decree or order against the business Purchaser or financial experience any of its affiliates or any of their directors or officers (in their capacities as such) that could prevent, enjoin, alter, delay or adversely affect the ability of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company Purchaser to enter into this Agreement or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with perform its obligations under this transactionAgreement. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller as follows: (a) The Purchaser is a duly formed and validly existing limited liability company organized under the laws of the State of Delaware, and is as of the Closing, registered under the laws of the Commonwealth of Massachusetts to enter into conduct business therein. (b) The Purchaser has the full, legal right, power, authority and financial ability to execute and deliver this Agreement and all documents now or hereafter to be executed by it pursuant to this Agreement (collectively, the "PURCHASER'S DOCUMENTS"), to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. hereunder and under the Purchaser's Documents. (c) This Agreement constitutes and the valid Purchaser's Documents do not and legally binding obligation will not contravene any provision of the certificate of organization or operating agreement of the Purchaser, enforceable in accordance with its terms. The executionany judgment, deliveryorder, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by decree, writ or injunction issued against the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law , or any provision of any contract Laws applicable to the Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or other instrument constitute a default or event of default by the Purchaser under any agreement to which the Purchaser or any of its assets are subject or bound and will not result in a violation of any Laws applicable to the Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which the Purchaser is a party before any court or by other governmental authority which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings may have an adverse impact on the transactions contemplated hereby. The representations and warranties of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as set forth in this Section 7 and elsewhere in this Agreement (i) shall be true, accurate and correct in all material respects upon the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions execution of this Agreement; and 5.5 The Purchaser has no liability or obligation , shall be deemed to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely be repeated on the reports and as of the Company filed with Closing Date (except as they relate only to an earlier date) and shall survive the Securities Closing, and Exchange Commission in making its decision to purchase (ii) shall remain operative and shall survive the Shares. 5.7 The Purchaser is purchasing Closing and the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment execution and not with a view to or for sale in connection with any distribution delivery of the Shares or any portion thereof Deed for a period of nine (9) months following the Closing Date and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchasedthen shall expire, and will no action or claim based thereon shall be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transactioncommenced after such period. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement 7.1 The Purchaser represents and warrants to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each Sellers that as of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 7.1.1 The Purchaser has full is duly incorporated, validly existing and in good standing under the laws of the Republic of the Xxxxxxxx Islands and have all requisite power and authority to execute and deliver this Agreement and the other documents relating to this Agreement (to which the Purchaser is a party), to perform each of its obligations hereunder. This Agreement constitutes thereunder and to consummate the Transaction subject to the terms of this Agreement, including the approval of its board of directors; 7.1.2 The Purchaser represents that it has sufficient funds from legitimate sources to pay the Transfer Price as provided for under Clause 3.1 of this Agreement; 7.1.3 The Purchaser has the legal right and full power and authority to enter into and perform this Agreement, which when executed will constitute its valid and legally binding obligation of the Purchaserobligations, enforceable in accordance with its terms. ; 7.1.4 All the representations and warranties made by the Purchaser under this Agreement are true and correct. 7.1.5 The execution, delivery, execution and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance will not result in an infringement of the terms right of any third party and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute result in a violation of applicable law or any provision breach of any contract or other instrument legal binding document to which the Purchaser is a party or any legal commitment to be performed by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable the Purchaser; and 7.1.6 The Purchaser shall pay the taxes payable by the Sellers (if any) in accordance with the laws and regulations of The Republic of the Xxxxxxxx Islands relating to it; 5.3 No insolvency proceedings of any characterthe Share Transfer, including without limitationbut not limited to withholding tax on the transfer and stamp duties of non-resident equity transfer. 7.2 Upon signing of this Agreement, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as undertakes to use its best endeavor to obtain the bankrupt or consent and approvals necessary to complete the insolvent, are pending or, to Transaction. 7.3 The Purchaser shall arrange the knowledge change of the Purchasername of the Subject Company and its subsidiaries within 30 business days after the Closing, threatened after which the name of the Subject Company and its subsidiaries shall neither include the names and trademarks of nor in any way imply the involvement of the Sellers and the China COSCO Shipping Corporation Limited. 7.4 If any of the representations and warranties by the Purchaser under Clause 7.1 becomes inaccurate or untrue, then such event shall constitute a breach of this Agreement and the Purchaser has not made an assignment shall compensate the Sellers for any actual losses and damages caused, but in no event shall the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best liability of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent Purchaser under this Agreement exceed the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this AgreementTransfer Price. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement to To induce the Seller Vendors to enter into this Agreement and to perform Vendors' obligations hereunder, and with full knowledge that Vendors will rely thereon, the Purchaser hereby represents and warrants to the Vendors the truth, accuracy and completeness of the following, except as disclosed in Schedule "W" hereto: (a) Organization and Valid Existence - The Purchaser is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power, authority and capacity to execute and deliver the Agreement and the other agreements referenced herein to which the Purchaser is a party, to consummate the transactions contemplated herebyhereby and thereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to fully and timely perform its obligations hereunder. This Agreement constitutes the valid hereunder and legally binding obligation of the Purchaser, enforceable in accordance with its termsthereunder. The execution, delivery, execution and performance delivery by Purchaser of this Agreement and all the other agreements referenced herein to which Purchaser is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by Purchaser's board of directors, and no other corporate proceedings on the part of Purchaser are required to authorize the execution and delivery of this Agreement, the other agreements referenced herein to which Purchaser is a party, or the consummation of the transactions contemplated hereby or thereby. (b) Enforceability - This Agreement and the other agreements referenced herein to which Purchaser is a party have been duly executed and delivered by Purchaser and constitute legal, valid and binding obligations of Purchaser;, enforceable against Purchaser in accordance with their respective terms. 5.2 (c) Absence of Conflicting Agreements - The Purchaser is not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, instrument, charter or by-law provision, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default 18 19 would occur, as a result of the execution and delivery of this Agreement by or the Purchaser and the observance and performance consummation of any of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law transactions provided for herein. (d) Litigation - There is no suit, action, litigation, arbitration proceeding or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any charactergovernmental proceeding, including without limitationappeals and applications for review, bankruptcyin progress, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatenedinformation and belief (after due inquiry) of the senior officers of the Purchaser, which could threatened against or involving the Purchaser or any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or arbitrator which, in any manner restrain or prevent such case, would materially and adversely affect the ability of the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of enter into this Agreement; and 5.5 The Purchaser has no liability Agreement or obligation to pay fees or commissions to any broker, finder, or agent with respect to consummate the transactions contemplated hereby. (e) No Liens - At the time of delivery by the Purchaser to Vendors, the Rural/Metro Stock shall be free and clear of any liens, charges, encumbrances or rights of others. (f) Third Party Approvals - Except for approvals required by the Federal Trade Commission or other agencies for purposes of complying with the Hart Xxx and those required by the Arizona Department of Health Services, and except as disclosed in Schedule "W", there are no approvals, consents or waivers required to be obtained or applications required to be filed from or with governmental authorities or from any other Person whatsoever, including pursuant to any leases or contracts containing prohibitions or pre-consent provisions pertinent to this Agreement, in order to permit the transactions contemplated herein. 5.6 The Purchaser has relied solely (g) Restrictions on the reports of the Company filed with the Securities Transfer - Other than as provided by federal and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment state securities laws, rules and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of sellingregulations, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is ableincluding, without impairing financial conditionlimitation, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D Rule 145 promulgated under the Act and has such knowledge the window policies established by Purchaser's Board of Directors concerning the purchase and experience in financial and business matters as to be capable sale of evaluating Purchaser's securities by insiders of the merits and risks Purchaser, there are no restrictions on transfer of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investmentRural/Metro Stock by Vendors.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to and in favour of each of the Seller Shareholders and Silver Hammer as follows, and acknowledges that such parties are relying upon such representations and warranties in connection with the transactions contemplated herein: (a) the Purchaser is a corporation validly existing and in good standing under the laws of the Province of British Columbia and is duly registered, licensed or qualified to carry on business under the laws of the jurisdictions in which the nature of its business makes such registration, licensing or qualification necessary; (b) the Purchaser is a “reporting issuer” in the province of British Columbia and is not in material default of the Securities Laws; (c) the Purchaser has the corporate power and capacity to enter into this Agreement and each additional agreement or instrument to consummate the transactions contemplated herebybe delivered pursuant to this Agreement, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This hereunder and thereunder, to own and lease its property, and to carry on its businesses as now being conducted; (d) this Agreement constitutes has been, and each additional agreement or instrument to be delivered pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by the Purchaser and each is, or will be at the Time of Closing, a legal, valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The (e) the Common Shares are listed for trading on the CSE and the Purchaser is not in material default of any of the listing requirements of the CSE; (f) the execution and delivery of this Agreement by the Purchaser does not, and the observance and performance consummation of the terms and provisions Transaction will not, (i) result in a breach or violation of this Agreement on the part notice of articles or the articles of the Purchaser to be observed and performed will not or of any resolutions of the directors or shareholders of the Purchaser, (ii) conflict with, result in a breach of, constitute a violation default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of applicable law an encumbrance upon any material agreement (including any Purchaser Material Contract), licence or any provision of any contract or other instrument permit to which the Purchaser is a party or by which it the Purchaser is boundbound or to which any material assets or property of the Purchaser is subject, or (iii) violate any provision of any applicable law or regulation or any judicial or administrative order, writaward, judgment or decree applicable to the Purchaser; (g) the authorized capital of the Purchaser consists of an unlimited number of Common Shares, of which, as of the date hereof, 11,150,000 Common Shares are issued and outstanding as fully paid and non-assessable; as of the date hereof, 240,000 common share purchase warrants of the Purchaser are outstanding and nil stock options are outstanding;‌ (h) when issued in accordance with the terms hereof, the Payment Shares will be validly issued as fully paid and non-assessable Common Shares; (i) other than 300,000 Common Shares to be issued pursuant to the Option Agreement and as set out in Section 5.01(g), there are no other Common Shares or securities convertible, exercisable or exchangeable into Common Shares or preferred shares issued or outstanding; (j) all disclosure documents of the Purchaser filed under the Securities Laws of the Province of British Columbia since the date of its incorporation, but not limited to, financial statements, prospectuses, offering memorandums, information circulars, material change reports and shareholder communications contain no untrue statement of a material fact as at the date thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made; (k) except for the holders of the securities set out Section 5.01(h), and other than the Shareholders pursuant to this Agreement, no person has any agreement, option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, options, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of the Purchaser; (l) the audited financial statements of the Purchaser for the year ended September 30, 2020, and the unaudited interim financial statements for the six-month period ended March 31, 2021 (collectively, the “Purchaser Financial Statements”), copies of which have been filed publicly with the British Columbia Securities Commission and are available on SEDAR, are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of the Purchaser for the periods then ended and the Purchaser Financial Statements have been prepared in accordance with GAAP applied on a consistent basis;‌ (m) to the knowledge of the Purchaser, no information has come to the attention of the Purchaser since the last date of the most recently issued Purchaser Financial Statements that would or would reasonably be expected to require any restatement or revisions of any such financial statements; (n) the Purchaser’s auditors who audited the Purchaser Financial Statements (as applicable) are independent public accountants; (o) except as disclosed in the Purchaser Financial Statements, there are no related-party transactions or off-balance sheet structures or transactions with respect to the Purchaser; (p) except as disclosed in the Purchaser Financial Statements, the Purchaser is not a party to, or bound by, any agreement of guarantee, indemnification, assumption or endorsement or any like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person; (q) since September 30, 2020, there has been no material adverse change in the condition (financial or otherwise), assets, liabilities, operations, earnings or business of the Purchaser; (r) the Purchaser has conducted and is conducting its business in compliance in all material respects with all applicable laws, regulations, by-laws, ordinances, regulations, rules, judgments, decrees and orders of each jurisdiction in which its business is carried on; (s) all of the Contracts of the Purchaser material to its business and operations (the “Purchaser Material Contracts”), together with this Agreement, and after the execution and delivery hereof, all ancillary agreements contemplated herein, constitute all the Material Contracts of the Purchaser. Each of the Purchaser Material Contracts is in full force and effect, unamended, and there exists no default, warranty claim or other obligation or liability or event, occurrence, condition or act (including the purchase and sale of the Purchased Shares hereunder and the other transactions contemplated hereunder, including, without limitation, the Concurrent Financing and the issuance of the Payment Shares) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default, or give rise to a warranty claim or other obligation or liability thereunder. The Purchaser has not violated or breached, in any material respect, any of the terms or conditions of any Purchaser Material Contract and all the covenants to be performed by any other party thereto have been fully and properly performed;‌ (t) there are no waivers, consents, notices or approvals required to be given or obtained by the Purchaser in connection with the Transaction and the other transactions contemplated by this Agreement under any Contract to which the Purchaser is a party; (u) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Purchaser is required to be obtained by the Purchaser in connection with the execution and delivery of this Agreement or the consummation of the Transaction, including, without limitation, the Concurrent Financing or the issuance of the Payment Shares, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent or materially delay the Purchaser from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect on the Purchaser; (v) there is no suit, action or proceeding or, to the knowledge of the Purchaser, pending or threatened against the Purchaser that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Purchaser, and there is no judgment, decree, injunction, decree statute, rule or regulation applicable order of any Governmental Authority outstanding against the Purchaser causing, or which could reasonably be expected to itcause, a Material Adverse Effect on the Purchaser; 5.3 No insolvency proceedings of any character, including without limitation, (w) no bankruptcy, receivership, reorganization, composition insolvency or arrangement with creditors, voluntary or involuntary, designating receivership proceedings have been instituted by the Purchaser as or, to the bankrupt or knowledge of the insolventPurchaser, are pending against the Purchaser; (x) the Purchaser has good and marketable title to its properties and assets (other than property or an asset as to which the Purchaser is a lessee, in which case it has a valid leasehold interest), except for such defects in title that individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Purchaser; (y) no person has any written or oral agreement, option, understanding or commitment for the purchase from the Purchaser of any of its assets or property; (z) the Purchaser has all permits, licences, certificates of authority, orders and approvals of, and has made all filings, applications and registrations with, applicable Governmental Authorities that are required in order to permit it to carry on its business as presently conducted, except for such permits, licences, certificates, orders, filings, applications and registrations, the failure to have or make, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Purchaser, and all such all permits, licences, certificates of authority, orders and approvals are in good standing in all material respects; (aa) the Purchaser has filed in the prescribed manner and within the prescribed times all Tax Returns required to be filed by the Purchaser in all applicable jurisdictions as of the date hereof and all Tax Returns that have been filed by, or with respect to the Purchaser are true, complete and correct, report all income and all other amounts and information required to be reported thereon and disclose any Tax required to be paid for the periods covered thereby. The Purchaser has duly and timely paid any Tax due and payable by it, including all instalments on account of Tax that are due and payable before the date hereof, whether or not assessed by the appropriate Governmental Authority, and has duly and timely paid all assessments and reassessments it has received in respect of any Tax; (bb) there are no audits, reassessments or other proceedings in progress or, to the knowledge of the Purchaser, threatened against the Purchaser, in respect of any Tax and, in particular, there are no currently outstanding reassessments or written enquiries which have been issued or raised by any Governmental Authority relating to any Tax, and the Purchaser is not aware of any contingent liability of the Purchaser for Tax or any grounds that could prompt an assessment or reassessment for any Tax, and the Purchaser has not made an assignment for received any indication from any Governmental Authority that any assessment or reassessment is proposed; (cc) the benefit Purchaser has deducted, withheld or collected and remitted in a timely manner to the relevant Governmental Authority each Tax or other amount required to be deducted, withheld or collected and remitted by the Purchaser; (dd) the Purchaser has not been notified by any Governmental Authority of creditorsany investigation with respect to it that is pending or threatened, nor has any Governmental Authority notified the Purchaser taken of such Governmental Authority’s intention to commence or to conduct any action with investigation, that could be reasonably likely to have a view to, or which would constitute Material Adverse Effect on the basis for, the institution of any such insolvency proceedingsPurchaser; 5.4 There (ee) no current or former employee, officer or director of the Purchaser is entitled to a severance, termination or other similar payment as a result of the Transaction; (ff) the Corporate Records of the Purchaser are no actions, suits, complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or proceedings pending or, to taken in compliance with all applicable laws and with the best constating documents of the Purchaser, and without limiting the generality of the foregoing: (i) the minute books contain complete and accurate minutes of all meetings of the directors (and any committee thereof) and shareholders of the Purchaser; (ii) such minute books contain all written resolutions passed by the directors (and any committee thereof) and shareholders of the Purchaser; (iii) the share certificate books, if any, the central securities register and register of transfers, and branch registers, of the Purchaser are complete and accurate, and all transfers of shares of the Purchaser reflected therein have been duly completed and approved; and (iv) the registers of directors and officers are complete and accurate and all former and present directors and officers of the Purchaser were duly elected or appointed as the case may be; (gg) all Books and Records of the Purchaser have been fully, properly and accurately kept and, where required, completed in accordance with generally accepted accounting principles, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein; (hh) other than in connection with the Concurrent Financing and the Finder’s knowledgeFee, threatened, which could the Purchaser has not authorized any person to act as broker or finder or in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent other similar capacity in connection with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely Agreement that in any manner may or will impose liability on the reports of Purchaser, Silver Hammer or the Company filed with Shareholders; and (ii) to the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason knowledge of the Purchaser’s business , no representation or financial experience or the business or financial experience warranty of the Purchaser’s professional advisors who are unaffiliated with and who are Purchaser contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transactionmisleading. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller Shareholder (and acknowledges that the Shareholder is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) the matters set out below: (a) The Purchaser is a corporation incorporated and validly existing under the laws of the Province of British Columbia and has all necessary corporate power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform carry out its obligations hereunderunder this Agreement. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance consummation of the terms and provisions of transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and Applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be observed granted in the discretion of a court of competent jurisdiction; (b) None of the execution and performed delivery by the Purchaser of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Purchaser with the Purchaser’s obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation default under, or create a state of applicable law facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating or governing documents or resolutions of the Purchaser; (ii) any contract or other instrument to which the Purchaser is a party or by which it is the Purchaser or any of the property or assets of the Purchaser are bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any Applicable Laws; (c) No consent, waiver, approval, authorization, order, exemption, registration, licence or declaration of or by, or filing with, or notification to any order, writ, injunction, decree statute, rule Governmental Entity which has not been made or regulation applicable obtained is required to it; 5.3 No insolvency proceedings be made or obtained by the Purchaser in connection with the execution and delivery by the Purchaser and enforcement against the Purchaser of this Agreement or the consummation of any charactertransactions provided for herein, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis except for, in either case, for those specifically set forth in the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent Arrangement Agreement with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports consummation of the Company filed with the Securities and Exchange Commission in making its decision to purchase the SharesArrangement. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents and warrants that: 4.1 The Purchaser has been duly organized and is validly existing as a company in good standing under the laws of Bermuda; 4.2 The Purchaser is duly authorized to the Seller to enter into execute, deliver and perform this Agreement and the RenRe Agreements; this Agreement has been and each of the RenRe Agreements when executed and delivered at or prior to consummate the transactions contemplated herebyClosing will have been duly authorized, executed and delivered by the Purchaser hereby makes and, assuming that parties to this Agreement and the following representations and warranties, each of which is materially true and correct on RenRe Agreements other than the date hereof and will be materially true and correct on Purchaser have the Closing Date: 5.1 The Purchaser has full power and authority to execute enter into and deliver perform such agreements and that such agreements have been duly authorized, executed and delivered by such parties and are valid, legal and binding agreements of such parties, enforceable against such parties in accordance with their terms, this Agreement is, and the RenRe Agreements, when executed and delivered will be, valid and binding agreements of RenRe, enforceable against RenRe in accordance with its or their terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other laws now or hereafter in effect affecting creditors' rights generally, (ii) the enforceability thereof is subject to the general principles of equity (whether such enforceability is considered in a proceeding in equity or at law) and (iii) no representation or warranty is made with respect to the enforceability of indemnification and contribution provisions relating to violations under the Act contained in the Standstill Agreement; 4.3 The execution, delivery and performance by the Purchaser with all applicable provisions of this Agreement and the Standstill Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give rise to perform its obligations hereunder. This Agreement constitutes a right of termination under (i) the valid and legally binding obligation memorandum of association or bye-laws of the Purchaser, enforceable in accordance with its terms. The execution(ii) any indenture, deliverymortgage, and performance deed of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract trust, loan agreement or other agreement or instrument to which the Purchaser is a party or by which it the Purchaser is boundbound or to which any of the properties or assets of the Purchaser is subject, or (iii) any statute or any order, writ, injunction, decree statute, rule or regulation applicable to itof any court or governmental agency or body having jurisdiction over the Purchaser or any of its properties, except, in the case of clause (ii) or (iii), as would not, individually or in the aggregate, have a material adverse effect on the consolidated financial position, shareholders' equity or results of operations of the Purchaser and its subsidiaries, taken as a whole; 5.3 No insolvency proceedings 4.4 Except as set forth on Schedule 4.4, no consents, approvals, authorizations, orders, registrations or qualifications of or with any court or governmental agency or body having jurisdiction over the Purchaser is required for the execution, delivery or performance by the Purchaser of this Agreement or any of the RenRe Agreements. 4.5 The Purchaser hereby confirms that the Shares and the RenRe Option to be acquired by the Purchaser will be acquired for investment for the Purchaser's own account or the account of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge subsidiary of the Purchaser, threatened substantially all of the capital stock of which is directly or indirectly owned by Purchaser (PROVIDED that any such subsidiary is a Foreign Corporation and a Qualified Institutional Buyer (as such term is defined in Rule 144A under the Act)), not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has not made an assignment for the benefit no present intention of creditorsselling, nor has Purchaser taken granting any action with a view toparticipation in, or which would constitute otherwise distributing the basis forsame, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could PROVIDED that nothing in any manner restrain or this Section 4.5 shall prevent the Purchaser from effectually and legally purchasing transferring the Shares and the RenRe Option to be acquired by the Purchaser in accordance with the Standstill Agreement, and in any case in accordance with all applicable law. The Purchaser further represents that the Purchaser is a foreign person within the meaning of Sec. 801.1(e)(2)(i) of the Premerger Notification Rules, 16 CFR Sec. 801.1(e)(2)(i); 4.6 The Purchaser understands that the Shares and the RenRe Option it is purchasing have not been registered under the Act in reliance on the exemptions from registration provided by the no-action letters regarding Black Box Incorporated (publicly available June 26, 1990) and Squadron, Ellenoff, Plesent & Xxxxxx (publicly available February 28, 1992) (the "Black Box No-Action Relief"), and absent registration, may not be offered or sold within the United States except pursuant to an exemption from such registration or in a transaction not subject to the registration requirements of the Act. In this connection, the Purchaser represents that it is familiar with the Black Box No-Action Relief and Rule 144 under the Act, understands the resale limitations imposed by Rule 144 and by the Act and acknowledges and accepts that the Shares and the RenRe Option it is purchasing have not been registered by the Company for sale to it in reliance on the Black Box No-Action Relief; 4.7 The Purchaser is a Foreign Corporation and a Qualified Institutional Buyer (as such term is defined in Rule 144A under the Act); 4.8 The Purchaser has not been offered Common Shares in the IPO by any of the underwriters of the IPO, and prior to the date of this Agreement has not attended a road show presentation in connection with the IPO; 4.9 The Purchaser has been furnished access to such information and documents as it has requested, including all draft agreements set forth on Schedule 2.12, and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the Company and the Transferred Business; 4.10 The Purchaser is a "non-resident" for the purposes of the Xxxxxxx Xxxxxxxx Xxxxxxx Xxx 0000 and regulations made thereunder; 4.11 The certificate of the Chief Executive Officer, Chief Financial Officer or any Executive Vice President of the Purchaser delivered pursuant to the terms second sentence of Section 6.1 shall be deemed a representation and provisions of this Agreement; and 5.5 The warranty by the Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.Company hereunder as to the matters covered thereby; 5.6 The Purchaser has relied solely on 4.12 To the reports Purchaser's knowledge, based upon actual knowledge, a review of the Company documents publicly filed with the Securities and Exchange Commission by the Purchaser and the beneficial owners of equity securities of the Purchaser, neither the Purchaser nor any other Person (including any direct or indirect shareholder of the Purchaser) is or will become a "United States shareholder" of the Company within the meaning of Section 951(b) of the Code as the result of (i) the acquisition by the Purchaser of any Common Shares, the RenRe Option or any other rights under this Agreement or the RenRe Agreements or (ii) the nomination or election of a Purchaser Designee to the Company's board of directors pursuant to Section 7 of this Agreement. For purposes of the representation in making its decision to purchase this Section 4.12, the Shares.Purchaser will assume that all direct and indirect shareholders of the Purchaser own no Common Shares and possess no voting rights in the Company other than as a result of the items described in (i) and (ii) above; 5.7 4.13 The Purchaser is purchasing will promptly submit a Disclaimer of Control with the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale Maryland Insurance Administration in connection with the transactions and arrangements contemplated hereby; and 4.14 Except for the representations and warranties contained in this Agreement and the RenRe Agreements, neither RenRe nor any distribution of the Shares other Person makes any express or any portion thereof and not with any present intention of selling, offering to sell implied representation or otherwise disposing warranty on behalf of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchasedwith respect to RenRe, and will be held, for the Purchaser’s account (RenRe hereby disclaims any representation or that of a trust established for the benefit of his children) only, and neither in whole warranty not contained herein or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transactiontherein. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement 9.01 The Purchaser represents, warrants and undertakes to the Seller Vendor (to enter into the intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) that: (1) it is a company duly incorporated and validly existing under the laws of its incorporation; (2) this Agreement constitutes legal, valid and to consummate binding obligations on it in accordance with its terms; (3) it has the transactions contemplated hereby, the Purchaser hereby makes the following representations legal right and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute enter into and deliver perform this Agreement and to perform transactions contemplated hereunder; and (4) no order has been made, petition presented, resolution passed or meeting convened for its obligations hereunderwinding up. This Agreement constitutes There are no cases or proceedings under any applicable insolvency or similar laws in any relevant jurisdiction and no events have occurred which, under applicable laws, would justify any such cases or proceedings. (1) Claims against the valid Purchaser in respect of any material breach of any Purchaser’s Warranties shall be wholly barred and legally binding obligation unenforceable unless written particulars thereof (giving the facts and circumstances of the Purchaser, enforceable specific matter or claim in respect of which such claim is made) shall have been given in writing to the Purchaser within a period of 12 months after the Completion Date. (2) Any claim in respect of which notice has been given in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby Clause 9.02 (1) will be deemed to have been duly authorized by the Purchaser; 5.2 The execution irrevocably withdrawn and delivery lapsed if (not having been previously satisfied, settled or withdrawn) proceedings in respect of this Agreement by such claim have not been issued and served on the Purchaser and within 12 months after the observance and performance date of the terms and provisions of this Agreement on the part such notice. 9.03 The aggregate maximum liability of the Purchaser to be observed and performed will not constitute a violation in respect of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment claims for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best breach of the Purchaser’s knowledge, threatened, Warranties shall not exceed the Consideration. 9.04 The Purchaser’s Warranties set out in Clause 9.01 shall be deemed to be repeated as at the Completion as if all references therein to the date of this Agreement were references to the date of Completion and relate to the facts and circumstances then existing. 9.05 The Purchaser will after the date of this Agreement promptly notify the Vendor in writing of any matter or thing of which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions becomes aware which is a material breach of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection materially inconsistent with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transactionWarranties. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents and warrants to the Seller and the Members that the statements contained in this Article III are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as thought the Closing Date were substituted for the date of this Agreement throughout this Article III) (except where another date or period of time is specifically stated herein for a representation or warranty). (a) Purchaser has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunderTransaction. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the legal, valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. , except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies. (b) The execution, delivery, delivery and performance by Purchaser of this Agreement and all other agreements contemplated hereby have been duly authorized consummation by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms Transaction do not and provisions will not: (i) violate any decree or judgment of this Agreement any court or other governmental authority applicable to or binding on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or Purchaser; (ii) violate any provision of any federal or state statute, rule or regulation which is, to Purchaser’s knowledge, applicable to the Purchaser; or (iii) violate any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officersrespective assets or properties are bound. No consent or approval of, directors or controlling persons filing with, any governmental authority or other person not a party hereto is required for the execution, delivery and performance by reason Purchaser of this Agreement or the consummation of the Transaction. (c) This Agreement, the Convertible Notes, and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Purchaser, and are valid and binding agreements of the Purchaser enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity. The Purchaser has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform their obligations thereunder. (d) Except as set for under Section 4(3), no consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of its affiliates, any principal market (as defined herein) or the Purchaser’s business or financial experience or stockholders is required for the business or financial experience execution by the Purchaser of the Transaction Documents and compliance and performance by the Purchaser of its obligations under the Transaction Documents, including, without limitation, the issuance of the Notes. The Transaction Documents and the Purchaser’s professional advisors who are unaffiliated with and who are not compensated performance of its obligations thereunder have been unanimously approved by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests board of directors in connection accordance with this transactionthe Purchaser’s Certificate of Incorporation and applicable law. Any such qualifications and filings will, in the case of qualifications, be effective upon Closing, and will, in the case of filings, be made within the time prescribed by law. 5.8 (e) The Purchaser realizes that Convertible Notes and the purchase shares the Notes are convertible into upon issuance (the “Conversion Shares”): (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the dates of issuance of the Notes and the Conversion Shares upon conversion of the Convertible Notes, such Convertible Notes and Conversion Shares will be a highly speculative investment duly and involves a high degree of riskvalidly issued, fully paid and non-assessable. (f) Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transactions contemplated hereby. (g) Purchaser is able, without impairing aware of the Seller’s business affairs and financial condition, and has acquired sufficient information about the issuer to hold reach an informed and knowledgeable decision to acquire the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 Assets. The Purchaser is an acknowledges that the Assets are being sold “accredited investoras is” as that term is defined in Regulation D under no representations or warranties have been made by the Act and has such knowledge and experience in financial and business matters as to be capable Seller, any Member or ant of evaluating the merits and risks of purchasing the Sharestheir affiliates, and the Purchaser is able to bear the economic risk of his investmentother than those representations or warranties specifically set forth herein.

Representations and Warranties of the Purchaser. As an inducement to The Purchaser hereby represents and warrants as follows: 4.1. It is duly incorporated and validly existing under the Seller laws of its jurisdiction of incorporation or formation. 4.2. It has the requisite corporate power and authority to enter into this Agreement the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, thereby. The execution and delivery of each of the Transaction Documents to which it is materially true a party and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation consummation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Purchaser;. The Transaction Documents to which it is a party have been duly executed and delivered by it and, assuming the due authorization, execution and delivery by the other parties hereto, constitute its valid and binding obligations, enforceable against it in accordance with their terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. 5.2 4.3. The execution and delivery by it of the Transaction Documents do not, and the consummation of the transactions contemplated hereby and thereby will not, require such Purchaser to obtain or deliver any notice, consent, waiver, approval, order or authorization or permit of, or registration, declaration or filing with, or notification to any court, administrative agency, commission, governmental or regulatory authority or any other person, that has not been, or will not be, obtained by the Closing. 4.4. The execution and delivery of this Agreement by the Purchaser Transaction Documents do not, and the observance and performance consummation of the terms transactions contemplated hereby and provisions of this Agreement on the part of the Purchaser to be observed and performed thereby will not constitute a not, conflict with, or result in any violation of applicable law or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under any provision of any contract such Purchaser’s incorporation or other instrument to which the Purchaser is a party or by which it is bound, formation documents; or any law, rule, regulation, order, writ, injunction, judgment or decree statute, rule or regulation applicable to it;. 5.3 No insolvency proceedings 4.5. There is no suit, action, proceeding, claim or investigation, decrees, orders, judgments or legal proceeding of any characternature, including without limitationpending, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatenedthreatened against it, which could in any manner restrain that seeks to prevent it from executing, delivering or prevent performing the Purchaser from effectually Transaction Documents and legally purchasing the Shares pursuant to the terms transactions contemplated hereby and provisions of this Agreement; andthereby. 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any 4.6. No agent, broker, finder, investment banker, person or agent with respect firm acting in a similar capacity on such Purchaser’s behalf or under its authority is, nor will it be, entitled to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (any brokerage or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares finder’s fee or any portion thereof and not with any present intention of selling, offering to sell other commission or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Companysimilar fee, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transactionthe origin, negotiation or execution of the Transaction Documents or in connection with any of the transactions contemplated hereby and thereby, which would be required to be paid by any of the Seller. 5.8 The 4.7. Purchaser realizes that has been provided with a copy of the Existing Shareholders Agreement, and, without limitation of Seller's representations and warranties included in Section ‎3, Purchaser is familiar with the terms and conditions set forth in the Existing Shareholders Agreement. 4.8. Purchaser agreed to Purchase the Purchased Shares from the Seller at the purchase of price provided for herein notwithstanding any possible knowledge differential between the Shares will be a highly speculative investment parties and involves a high degree of riskany potential or prospects each party may view for the Company, and accordingly Purchaser hereby irrevocably waives any right, claim or demand that may arise as a result thereof against the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investmentSeller. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents and warrants to the Seller Vendor that: (a) the Purchaser is a corporation existing, governed and in good standing under the laws of its jurisdiction of incorporation, has the necessary authority, power and capacity to enter into this Agreement and the Closing Documents to consummate which it is a party and the transactions Transaction contemplated herebyherein, and to carry out the Purchaser hereby makes the following representations agreement of purchase and warranties, each of which is materially true and correct sale constituted on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement and the Closing Documents to which it is a party and the Transaction contemplated herein on the terms and conditions herein contained; (b) this Agreement, the agreement of purchase and sale constituted on the execution and delivery thereof and the obligations of the Purchaser hereunder and the documents and the Transaction contemplated herein have been duly and validly authorized by all requisite proceedings and constitute legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their terms subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court; (c) the Purchaser (i) is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or the Winding up and Restructuring Act (Canada), (ii) has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, (iii) has not had any petition for a receiving order presented in respect of it, and (iv) has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution; (d) no approval or consent of any Governmental Entity is required by the Purchaser in connection with the execution, delivery and performance of this Agreement or any Closing Document by the Purchaser and the observance and performance completion of the terms and provisions Transaction; (e) the Purchaser is not a “non-Canadian” for the purposes of this Agreement on the part Investment Canada Act (Canada); and (f) the Purchaser has not received any notice in writing that there is any outstanding proceeding with respect to the Purchaser’s intended purchase of the Purchased Assets which could adversely affect the right or ability of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that complete the purchase of the Shares will be a highly speculative investment and involves a high degree Purchased Assets in accordance with the terms of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investmentthis Agreement. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement to The Purchaser represents and warrants that (which representations and warranties shall survive the Seller to enter into this Agreement and to consummate closing of the transactions contemplated herebyherein): (a) The Purchaser is a subsisting corporation in good standing under the laws of the Province of British Columbia, and has the Purchaser hereby makes the following representations corporate power and warranties, capacity and is duly qualified to own or lease its assets and property and to carry on its business as now conducted in each of jurisdiction in which is materially true and correct it owns or leases property or carries on the date hereof and will be materially true and correct on the Closing Date:business. 5.1 (b) The Purchaser has full power and authority legal capacity to execute and deliver this Agreement and to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement constitutes the a valid and legally binding legal obligation of the Purchaser, enforceable against it in accordance with its terms. , subject to applicable bankruptcy, insolvency and other laws of general application limit rights generally and to the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults. (c) The execution, deliveryexecution and delivery of, and performance by, the Purchaser of this Agreement and all the completion of the transactions contemplated herein: (i) do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other person to exercise any rights under, any of the terms or provisions of (A) its notice of articles and articles, or any resolutions or other arrangements adopted by its directors or security holders, or (B) any contracts or instruments to which it is a party; (ii) do not and will not result in the violation of any law; and (iii) do not and will not result in the imposition of any liens, charges, mortgages, pledges, security interests, claims, defects of title, restrictions and any other rights of third parties relating to any property upon any of its assets. (d) The Purchaser is not subject to, or a party to, any charter or by-law restriction, law, claim (of any nature whatsoever against the Purchaser, including any demand, liability, obligation, debt, cause of action, suit, proceeding, judgement, award, assessment or reassessment), shareholders agreement, voting trust, contract, instrument, indenture, mortgage, lease, agreement, obligation, statute, regulation, order, judgment, decree, licence, or permit which would be violated, contravened, breached by, or under which default would occur, or any lien, charge, mortgage, pledge, security interest, defect of title, restriction or any other right of third parties relating to any property or any other restriction of any kind or character which would prevent the consummation of the transactions contemplated by this Agreement or compliance with the terms, conditions and provisions of this Agreement on Agreement, or which would restrict the part ability of the Purchaser to be observed and performed will not constitute a violation acquire any of applicable law the Purchased Shares. (e) There is no court, administrative, regulatory or any provision of any contract similar proceeding, arbitration or other instrument to which the Purchaser is a party dispute settlement procedure, investigation or inquiry by which it is boundany governmental authority, or any order, writ, injunction, decree statute, rule similar matter or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are proceeding pending or, to the knowledge of the Purchaser, threatened and against or affecting or involving the Purchaser has not made an assignment for that may prohibit, restrict or delay the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent completion by the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 (f) The Purchaser has relied solely not committed an act of bankruptcy, is not insolvent, has not proposed a compromise or arrangement to its creditors generally, has not had any petition for a receiving order in bankruptcy filed against it, has not made a voluntary assignment in bankruptcy, has not taken any proceeding with respect to a compromise or arrangement, has not taken any proceeding to have itself declared bankrupt, and has not had any execution or distress become enforceable or become levied upon any of its property. (g) No authorization, approval, order or consent of, or filing with, any governmental authority is required on the reports part of the Company filed Purchaser in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement, except for the filing of notice of the Transaction with the Canadian Securities Exchange (C“SE”) and Exchange Commission in making its decision to purchase any filings under the Sharescontinuous disclosure requirements of applicable securities laws and stock exchange policies. 5.7 (h) There are no facts which may cmomaplteteethre tiraanslacltioyns affec contemplated by this Agreement and none of the foregoing representations, warranties and statements of fact contains any untrue statement of material fact or omits to state any material fact necessary to make any such statement, warranty or representation not misleading. (i) At the Closing Date, the Consideration Shares shall have been duly authorized, allotted and reserved for issuance to the Vendors by all necessary corporate action on the part of the Purchaser, and, upon their issuance in accordance with the terms of this Agreement, will have been validly issued as fully paid and non-assessable shares of the Purchaser, free and clear of any encumbrances, adverse claims, and pre-emptive rights or rights of first refusal, and in compliance with securities laws and applicable stock exchange policies. (j) The Purchaser is purchasing a reporting issuer in good standing in British Columbia, Alberta, and Ontario, and the New Wave Shares solely for his own account are listed on the CSE under the tNrWaESd”x.xx symbol “ (or that of a trust established for k) At the benefit of his children) for investment Closing, the Purchaser shall have made all filings and not with a view done all other things necessary to or for sale in connection with any distribution of list on the CSE the Consideration Shares or any portion thereof and not with any present intention of sellingon the Closing Date, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal documentation required pursuant to CSE Policy 6 sections 3.3 and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person3.4. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes acknowledges that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss Vendors are relying on the Purchaser’s investmentrepresentations and warranties contained in this Section 5 in entering into this Agreement and completing the Transaction. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement 9.1 AFT hereby represents and warrants to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each as of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by on each Delivery Date that: (a) AFT is a business trust validly existing under the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance laws of the terms State of Delaware, and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or each other instrument to which the Purchaser is a party company or by trust duly established and validly existing under the laws of its jurisdiction of establishment, and each has the trust or corporate power (as the case may be) to own its assets and carry on its business as it is being conducted; (b) AFT and each other Purchaser has the trust or corporate power (as the case may be) to enter into and perform, and has taken all necessary action to authorize the entry into, performance and delivery of, this Agreement and the other applicable Operative Documents to which it is bounda party; (c) this Agreement and the other applicable Operative Documents to which it is a party have been, or when executed and delivered will have been, duly entered into and delivered by AFT and each other Purchaser and constitute or, in the case of any orderOperative Document to be executed on or about the applicable Delivery Date, writwill constitute on such Delivery Date, injunctioneach such Person's legal, decree statute, rule or regulation applicable to itvalid and binding obligations; 5.3 No insolvency proceedings (d) the entry into and performance by AFT and any other Purchaser of, and the transactions contemplated by, this Agreement and the other applicable Operative Documents to which it is a party do not and will not: (i) conflict with any laws binding on AFT or any other Purchaser; or (ii) result in any breach of, or constitute a default under the constitutional documents of AFT or any characterother Purchaser; or (iii) result in any breach of, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary constitute a default under or involuntary, designating result in default under any document which is binding upon AFT or any other Purchaser or any of their respective assets; (e) so far as concerns the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge obligations of the AFT and any other Purchaser, threatened all authorizations, consents, registrations and notifications required in connection with the entry into, performance, validity and enforceability of, this Agreement and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or other applicable Operative Documents to which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to Person is a party and the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually Servicing Agreement and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.Agreement and the other applicable Operative Documents to which any such Person is a party, have been obtained or effected (as appropriate) and are (or will on their being obtained or effected be) in full force and effect; 5.6 The (f) the provisions of Section 14 concerning applicable law, service of process and jurisdiction are valid and binding on AFT and each other Purchaser has relied solely on under the reports laws of the Company filed with the Securities State of New York, and Exchange Commission in making its decision no provision purporting to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares be binding on AFT or any portion thereof and not with any present intention of sellingother Purchaser, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company this Agreement or any of its officersthe other applicable Operative Documents is prohibited, directors unlawful or controlling persons or by reason unenforceable under the laws of the Purchaser’s business State of New York; (g) no liquidator, provisional liquidator, official manager, trustee, receiver or financial experience receiver and manager or the business similar officer has been appointed in respect of all or financial experience any part of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company assets of AFT or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed other Purchaser nor has any application been made to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser court which is able, without impairing financial condition, to hold the Shares still pending for an indefinite period order for, or any act, matter or thing been done which with the giving of notice, lapse of time and or satisfaction of some other condition (or any combination thereof) will lead to suffer the appointment of any such officers; (h) no litigation, arbitration or claim before any court, arbitrator, governmental or administrative agency or authority which would have a complete loss material adverse effect on the Purchaser’s investmentability of AFT or any other Purchaser to observe or perform its obligations under this Agreement is in progress, or to the knowledge of any such Person, threatened against any such Person; and (i) AFT and each other Purchaser intends for the sale of any Aircraft contemplated hereby to constitute a valid transfer of such Aircraft to the relevant Purchaser and intends that after Delivery of such Aircraft the Seller thereof shall retain no right, title or interest in such Aircraft. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents, warrants and convenants to the Seller Company that, as of the related Closing Date or as of such date specifically provided herein: (a) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of Delaware and is qualified to enter into this Agreement transact business in, is in good standing under the laws of, and to consummate possesses all licenses necessary for the transactions contemplated hereby, the Purchaser hereby makes the following representations and warrantiesconduct of its business in, each of state in which any Mortgaged Property is materially true and correct on the date hereof and will be materially true and correct on the Closing Date:located or is otherwise except or not required under applicable law to effect such qualification or license; 5.1 (b) The Purchaser has full power and authority to execute and deliver hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to perform execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct its obligations hereunder. This Agreement constitutes business as presently conducted, has duly authorized the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, delivery and performance of this Agreement and all other agreements contemplated hereby have been the related Term Sheet, has duly authorized by executed and delivered this Agreement and the Purchaserrelated Term Sheet; 5.2 The (c) None of the execution and delivery of this Agreement by the Purchaser and the observance and performance related Term Sheet, the purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and provisions conditions of this Agreement on and the part related Term Sheet will conflict with any of the Purchaser to be observed and performed will not constitute terms, conditions or provisions of the Purchaser's charter or by-laws or materially conflict with or result in a violation material breach of applicable law any of the terms, conditions or provisions of any legal restriction or any provision of any contract agreement or other instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, writ, injunction, judgment or decree statute, rule to which the Purchaser or regulation applicable to itits property is subject; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition (d) There is no litigation pending or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s 's knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent threatened with respect to the Purchaser which i reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans, the execution, delivery or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Purchaser; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement.Agreement and the related Term Sheet except for consents, approvals, authorizations and orders which have been obtained; 5.6 (f) The Purchaser has relied solely on the reports consummation of the Company filed with transactions contemplated by this Agreement and the Securities and Exchange Commission related Term Sheet is in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that ordinary course of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction.; 5.8 (g) The Purchaser realizes that will treat the purchase of the Shares will be Mortgage Loans from the Company as a highly speculative investment purchase for reporting, tax and involves a high degree accounting purposes; and (h) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every of riskits covenants contained in this Agreement and the related Term Sheet. The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from a breach by the Purchaser of the representations and warranties contained in this Section 3.04. It is able, without impairing financial condition, to hold understood and agreed that the Shares for an indefinite period obligations of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able set forth in this Section 3.04 to bear indemnify the economic risk Seller as provided herein constitute the sole remedies of his investmentthe Seller respecting a breach of the foregoing representations and warranties.

Representations and Warranties of the Purchaser. As an inducement In consideration of the sale of the Shares and intending to the Seller to enter into this Agreement and to consummate the transactions contemplated herebybe legally bound, the Purchaser hereby makes the following representations represents and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Datewarrants as follows: 5.1 1. The Purchaser has full power carefully read the Prospectus and authority has relied solely upon the Prospectus and investigations made by him or by his qualified representative in making the decision to execute purchase the shares. 2. The prospective purchaser is aware that the shares represent a high risk speculation and deliver this Agreement has carefully read and to perform its obligations hereunderconsidered the material set forth and particularly the material in the "Risk Factors" of the Prospectus. 3. This Agreement constitutes the valid and legally binding obligation The principal residence of the Purchaser, enforceable if an individual, is in accordance with its terms. The execution, delivery, and performance of the State or Country shown in this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which Subscription Agreement; if the Purchaser is a party corporation, trust or by which other entity (except a partnership), it was incorporated or organized and is bound, existing under the laws of the State or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating Country shown in this Subscription Agreement; if the Purchaser as is a partnership, the bankrupt principle residence of all of its general partners are in the States or Countries shown in this Subscription Agreement; and if the insolventPurchaser is a corporation, are pending ortrust, partnership or other entity; it was not organized for the specific purpose of acquiring the Shares. 4. The Purchaser has the legal capacity and competence to enter into and execute this agreement and to take all actions required hereunder. 5. The Shares for which the knowledge Purchaser hereby subscribes will be acquired solely for the account of the PurchaserPurchaser (or if the Purchaser is a trust, threatened solely for the beneficiaries thereof), for investment and is not being purchased for subdivision or fractionalization thereof; and the Purchaser has not made an assignment for the benefit of creditorsno contract, nor has Purchaser taken undertaking, agreement or arrangement with any action with a view toperson to sell, transfer or pledge to such person, or which would constitute the basis forto anyone else, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, Shares which could in any manner restrain or prevent the Purchaser from effectually hereby subscribes to purchase or any part thereof, and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability present plans to enter into any such contract, undertaking, agreement or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreementarrangement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 6. The Purchaser is purchasing the Shares solely for investing in his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole name or in part for any other personthe capacity indicated herein. 7. The Purchaser either has understands that this purchase offer does not become a pre-existing business or personal relationship purchase agreement unless the check submitted with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated purchase offer is promptly paid by the Company bank upon which it is drawn and until the offer is accepted by a duly authorized officer or any affiliate or selling agent of the Company, directly . The Company may accept or indirectly, could be reasonably assumed to have reject any or all of the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transactionoffer. 5.8 8. The Purchaser realizes hereby acknowledges and agrees that the he is not entitled to cancel, terminate or revoke this purchase offer or any agreements of the Shares will be a highly speculative investment prospective purchaser hereunder and involves a high degree that such purchase agreements shall survive death, disability or transfer of riskcontrol of the prospective purchaser. The representations, warranties and acknowledgments of the Purchaser is able, without impairing financial condition, to hold contained in this Section will survive the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investmentClosing (as hereinafter defined). 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement of the date hereof, the Purchaser hereby represents and warrants to Holdings and the Seller Company as follows: (a) The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to enter into this Agreement and the Exchange Agreement , and the Subscription Agreement and the Note Assignment, if applicable, to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date:by this Agreement. 5.1 (b) The Purchaser has the full power and authority and has taken all action necessary to authorize and permit it to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, deliveryExchange Agreement, and performance the Subscription Agreement and the Note Assignment, if applicable, and to carry out the terms of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser Exchange Agreement, and the observance Subscription Agreement and performance the Note Assignment, if applicable, and none of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed such actions will not constitute a violation of applicable law or violate any provision of the Purchaser's Organizational Documents or any contract Applicable Law, or other result in the breach of, or constitute a default (or event which, with notice or lapse of time or both, would constitute a default) under, any agreement, instrument or understanding to which the Purchaser is a party or by which it is bound. This Agreement has been, or any orderand upon its execution and delivery the Exchange Agreement, writand the Subscription Agreement and the Note Assignment, injunctionif applicable, decree statuteshall be duly executed and delivered by the Purchaser, rule or regulation applicable to it; 5.3 No insolvency proceedings of any characterand (assuming due authorization, including without limitationexecution and delivery by Holdings and the Company) this Agreement and the Exchange Agreement, bankruptcyand the Subscription Agreement and Note Assignment, receivershipif applicable, reorganizationshall constitute legal, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge valid and binding obligations of the Purchaser, threatened enforceable against the Purchaser in accordance with its terms, except to the extent limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application related to the enforcement of creditor's rights generally and (ii) general principles of equity. (c) The Purchaser has or will have at the closing sufficient funds to consummate the transactions contemplated in this Agreement. (d) The Purchaser understands that the offering and sale of the Notes and the Purchaser has not made an assignment for the benefit issuance of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, Shares pursuant to the best Notes is intended to be exempt from registration under the Securities Act. The Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent Securities Act. The Purchaser is acquiring the Purchaser from effectually Notes to be acquired hereunder (and legally purchasing will acquire the Shares pursuant to the terms and provisions of this Exchange Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker) for its own account, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to the public resale or for sale distribution thereof, in connection with violation of any distribution of the Shares United States or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transactionPhilippine securities law. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser hereby represents, warrants and agrees with the Dealer Manager, on each of the date of this Agreement, the Launch Date (if other than the date hereof), the Settlement Date and each day falling between the Launch Date and the Settlement Date, as follows: 6.1.1 the Purchaser and each of its subsidiaries have been duly organized and are validly existing and, where applicable, in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and, where applicable, are in good standing in each jurisdiction in which their respective ownership or lease of property or the Seller conduct of their respective businesses requires such qualification, and have all power and authority necessary to enter into this Agreement own or hold their respective properties and to consummate conduct the transactions businesses in which they are engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial position, results of operations, shareholders’ equity, cashflow or prospects of the Purchaser and its subsidiaries taken as a whole, or on the performance by the Purchaser and its subsidiaries of its obligations under the Agreements (a “Material Adverse Effect”); 6.1.2 assuming the Offer is made as contemplated herebyto exclude persons in the United States and the use of any US jurisdictional means and that the US securities laws do not apply, the Purchaser hereby makes is able lawfully to make and complete the following representations Offer and warranties, each of which is materially true to execute and correct on perform its obligations under the date hereof and will be materially true and correct on Agreements; 6.1.3 the Closing Date: 5.1 The Purchaser has full right, power and authority to execute and deliver this Agreement the Agreements and any other agreement or instrument entered into with respect to the Offer and to perform its obligations hereunder. This Agreement constitutes hereunder and thereunder; and all action (corporate or other) required to be taken for the due and proper authorization, execution and delivery of each of such Agreements or other agreements or instruments and the consummation of the transactions contemplated thereby has been duly and validly taken; and the Agreements constitute legal, valid and legally binding obligation obligations of the Purchaser, enforceable in accordance with its terms. The their respective terms subject to all applicable insolvency laws and other laws affecting the rights of creditors generally, and subject, as to enforceability, (i) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (ii) with respect to the enforceability of a judgment whether there is a treaty in force relating to the mutual recognition of foreign judgments; 6.1.4 the authorization, execution, delivery, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser of each of the Agreements and compliance by the Purchaser with the terms thereof and the observance and performance consummation of the transactions contemplated by the Agreements will not (i) conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default under, or result in the creation or imposition of this Agreement on the part any lien, charge or encumbrance upon any property or assets of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of its subsidiaries pursuant to, any contract indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Purchaser or any of its subsidiaries is a party or by which it is bound, the Purchaser or any of its subsidiaries is bound or to which any of the property or assets of the Purchaser or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Purchaser or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, writ, injunction, decree statute, rule or regulation applicable to itof any court or arbitrator or governmental or regulatory authority; 5.3 No insolvency proceedings 6.1.5 no consent, approval, authorization, order, filing, registration or qualification of or with any charactercourt or arbitrator or governmental or regulatory authority is required for the execution, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating delivery and performance by the Purchaser of the Agreements and compliance by the Purchaser with the terms thereof and the consummation of the transactions contemplated by the Agreements; 6.1.6 the Offer Materials contain all the information required to comply with applicable laws and regulations, and comply with the requirements of the laws and regulations of those jurisdictions in which (i) they are or will be distributed by or on behalf of the Purchaser or (ii) solicitations of tenders are or will be made pursuant to the Offer, and otherwise comply in all material respects with such laws and regulations; 6.1.7 the Offer Materials, as of their respective dates and as of the bankrupt expiration and the closing of the Offer, did not and will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the insolventstatements therein, in the light of the circumstances under which they were made, not misleading; provided that the Purchaser makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Dealer Manager furnished to the Purchaser in writing by such Dealer Manager expressly for use in the Offer Materials. No order or decree preventing the use of the Offer Materials, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act or any other securities laws has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Purchaser, threatened and is contemplated; 6.1.8 the Purchaser has not made an assignment paid or agreed to pay to any person any compensation for the benefit solicitation of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser tenders from effectually and legally purchasing the Shares Noteholders pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions Offer (except as contemplated by this Agreement.the Agreements); 5.6 The 6.1.9 neither the Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or nor any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Companysubsidiaries has taken, directly or indirectly, any action designed to or that could reasonably be reasonably assumed expected to have cause or result in any stabilization or manipulation of the capacity price of any security to evaluate facilitate the merits and risks of an investment Offer or encourage Noteholders to tender Notes in the Company Offer; 6.1.10 except as otherwise disclosed in the Offer Materials, no stamp, issuance, transfer or other similar taxes or duties are payable by or on behalf of the Initial Purchasers in Bermuda, The Netherlands Antilles and to protect The Netherlands, the United Kingdom or the United States or any political subdivision or taxing authority thereof or therein in connection with the execution and delivery of the Agreements and the consummation of the transactions contemplated hereby and thereby; 6.1.11 except as described in the Offer Materials or available in the Purchaser’s own interests public filings, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Purchaser or any of its subsidiaries is or may be a party or to which any property of the Purchaser or any of its subsidiaries is or may be the subject that, individually or in connection the aggregate, if determined adversely to the Purchaser or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; and to the best knowledge of the Purchaser no such investigations, actions, suits or proceedings are threatened by any governmental or regulatory authority or by others; 6.1.12 no event has occurred or circumstances arisen that might (whether or not with this transactionthe giving of notice and/or the passage of time and/or the fulfilment of any other requirement) constitute an event of default as described under the terms and conditions of the Notes. 5.8 The Purchaser realizes that the purchase 6.1.13 none of the Shares will be a highly speculative investment Purchaser and involves a high degree any of risk, and its affiliates or subsidiaries is aware of any fact or circumstance (other than as disclosed in the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on Offer Materials or available in the Purchaser’s investment.public filings) which, if made public, might reasonably be expected to have a significant effect on the price or value of the Notes or any other securities issued by the Purchaser; and 5.9 The 6.1.14 provided the Purchaser is an “accredited investor” as that term is defined in Regulation D under consummates its offering of at least €150,000,000 principal amount of the Act and Purchaser’s Senior Notes due 2016, the Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Sharesor will have available funds, and is or will be authorised to use such funds under applicable law, to pay the Purchaser is able full Purchase Price for the Notes that it may become committed to bear purchase pursuant to the economic risk of his investmentOffer, and all related fees and expenses.

Representations and Warranties of the Purchaser. As an inducement The Purchaser, acknowledging that the Vendor is entering into this Agreement in reliance thereon, represents and warrants to the Seller Vendor as follows: (a) It is a corporation duly incorporated and validly existing under the laws of British Columbia and is up to enter date in respect of all filings required by law; (b) All requisite corporate acts and proceedings have been done and taken by the Purchaser with respect to entering into this Agreement and to consummate completing the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date:herein; 5.1 (c) The Purchaser has full the requisite corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder. ; (d) This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the a legal, valid and legally binding obligation of the Purchaser, Purchaser enforceable against it in accordance with its terms. The executionthe terms hereof; (e) There are no finder's fees, delivery, and performance of this Agreement and all commissions or other agreements contemplated hereby have been duly authorized payments payable by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law , in cash or any provision of any contract shares or other instrument to which the Purchaser is a party or by which it is boundotherwise, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect relation to the transactions contemplated herein; (f) The Purchaser has all necessary authority and capacity to enter into the Agreement and all necessary acts, actions and authorizations have been performed by the Purchaser in respect thereof; and (g) The Purchaser, or any affiliate the Purchaser proposes to use to perform any operations contemplated by this Agreement. 5.6 The Purchaser , is registered in the Province of Manitoba to carry on business, has relied solely on the reports capacity to own property in the Province of Manitoba and has not received any notice from any Governmental Authority advising it that it is not, authorized, permitted or licensed to conduct business in Canada or the Province of Manitoba or to perform such operations or obligations within the jurisdiction of any Governmental Authority having jurisdiction of the Company filed with the Securities nature and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution scope of the Shares or any portion thereof and not with any present intention of selling, offering obligations to sell or otherwise disposing of or distributing be performed by the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason affiliates pursuant to and in accordance with the terms of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transactionAgreement. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement 4.1 The Purchaser represents and warrants to the Seller Vendor (the Vendor relying on such representations and warranties in entering into this Agreement) that as of the date hereof: (a) the Purchaser is a corporation duly incorporated under the laws of the State of Colorado, is validly existing and in good standing with respect to the filing of annual returns, and has the authority and capacity to enter into this Agreement and to consummate carry out the transactions contemplated hereby, ; (b) all information with respect to the business activities of the Purchaser hereby makes publicly disclosed by the following representations and warranties, each of which Purchaser is materially true and correct on the date hereof and correct; (c) all necessary corporate actions have been or will be materially true taken prior to Closing to authorize the Purchaser to enter into and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver perform this Agreement and to perform its obligations hereunder. This this Agreement constitutes the a legal, valid and legally binding obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its terms. The execution, delivery, and performance ; (d) the entering into of this Agreement and all other agreements the transactions contemplated hereby have been duly authorized by will not result in the Purchaser; 5.2 The execution and delivery violation or breach of this Agreement by the Purchaser and the observance and performance any of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law any indenture, lease or any provision of any contract agreement, written or other instrument oral, to which the Purchaser is a party or by which it the Purchaser is bound, bound or any order, writ, injunction, decree statute, rule or regulation applicable to itaffected; 5.3 No insolvency proceedings (e) the entering into of this Agreement by the Purchaser and the completion by the Purchaser of the purchase of the Tun Resources Shares or the exercise of the Option pursuant hereto will not result in the violation of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating law of the Purchaser as the bankrupt State of Colorado or the insolvent, are pending or, to the knowledge laws of the Purchaser, threatened and United States of America applicable therein; (f) the Purchaser has not made an assignment any arrangements, commitments or undertakings for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution payment of any such insolvency proceedingsfinder's fees, commissions or brokerage fees in respect of the transactions contemplated by this Agreement for which the Vendor will have any liability; 5.4 There are no actions, suits, or proceedings pending or, to (g) the best entering into of this Agreement and the Purchaser’s knowledge, threatened, which could transactions contemplated hereby will not result in the violation of any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to of the terms and provisions of this Agreementthe constating documents or bylaws of the Purchaser or the Purchaser's Listing Agreement with the NASD's OTCBB or the Form 211s filed by its market makers with the NASD; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 (h) The Purchaser is purchasing the Shares solely for his own account (or that not in default of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution requirements of the Shares Securities Exchange Act of 1934 or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, 1933 and the rules and regulations thereunder or of the rules and policies of the NASD as amended (applied to the “Act ”). OTCBB system of electronic trading. 4.3 The Purchaser also represents acknowledges and agrees that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either Vendor has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with entered into this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss Agreement relying on the Purchaser’s investmentwarranties and representations and other terms and conditions hereof. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement to To induce the Seller Vendors to enter into this Agreement and to perform Vendors' obligations hereunder, and with full knowledge that Vendors will rely thereon, the Purchaser hereby represents and warrants to the Vendors the truth, accuracy and completeness of the following, except as disclosed in Schedule "W" hereto: (a) Organization and Valid Existence - The Purchaser is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power, authority and capacity to execute and deliver the Agreement and the other agreements referenced herein to which the Purchaser is a party, to consummate the transactions contemplated herebyhereby and thereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to fully and timely perform its obligations hereunder. This Agreement constitutes the valid hereunder and legally binding obligation of the Purchaser, enforceable in accordance with its termsthereunder. The execution, delivery, execution and performance delivery by Purchaser of this Agreement and all the other agreements referenced herein to which Purchaser is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by Purchaser's board of directors, and no other corporate proceedings on the part of Purchaser are required to authorize the execution and delivery of this Agreement, the other agreements referenced herein to which Purchaser is a party, or the consummation of the transactions contemplated hereby or thereby. (b) Enforceability - This Agreement and the other agreements referenced herein to which Purchaser is a party have been duly executed and delivered by Purchaser and constitute legal, valid and binding obligations of Purchaser;, enforceable against Purchaser in accordance with their respective terms. 5.2 (c) Absence of Conflicting Agreements - The Purchaser is not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, instrument, charter or by-law provision, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default would occur, as a result of the execution and delivery of this Agreement by or the Purchaser and the observance and performance consummation of any of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law transactions provided for herein. (d) Litigation - There is no suit, action, litigation, arbitration proceeding or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any charactergovernmental proceeding, including without limitationappeals and applications for review, bankruptcyin progress, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatenedinformation and belief (after due inquiry) of the senior officers of the Purchaser, which could threatened against or involving the Purchaser or any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or arbitrator which, in any manner restrain or prevent such case, would materially and adversely affect the ability of the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of enter into this Agreement; and 5.5 The Purchaser has no liability Agreement or obligation to pay fees or commissions to any broker, finder, or agent with respect to consummate the transactions contemplated by this Agreementhereby. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the (a) The Purchaser hereby makes the following representations represents and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct warrants that on the Closing Date: 5.1 (i) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Purchaser has full taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute execute, deliver and deliver perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to perform its purchase and acquire the Mortgage Loans in accordance with this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations hereunder. This Agreement constitutes of the Purchaser hereunder are the legal, valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms. The executionthe terms of this Agreement, deliveryexcept as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and performance by general principles of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaserequity (regardless of whether such enforceability is considered in a proceeding in equity or at law); 5.2 (iii) The execution and delivery of this Agreement and the performance of its obligations hereunder by the Purchaser and will not conflict with any provisions of any law or regulations to which the observance and performance Purchaser is subject, or conflict with, result in a breach of or constitute a default under any of the terms and terms, conditions or provisions of this Agreement on the part certificate of incorporation or the by-laws of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract indenture, agreement or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, order or decree statute, rule or regulation applicable to itthe Purchaser, or result in the creation or imposition of any lien on any of the Purchaser's assets or property, which would materially and adversely affect the ability of the Purchaser to carry out the transactions contemplated by this Agreement; the Purchaser has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Purchaser of this Agreement; 5.3 No insolvency proceedings of any character(iv) There is no action, including without limitation, bankruptcy, receivership, reorganization, composition suit or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are proceeding pending or, to the knowledge Purchaser's knowledge, threatened against the Purchaser in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the Purchaser, threatened and Mortgage Loans or the ability of the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to carry out the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement to To induce the Seller to enter into this Agreement, the Purchaser hereby represents and warrants to the Seller as follows: (a) The Purchaser is a duly organized and validly existing corporation in good standing under the laws of its jurisdiction of incorporation, with all corporate power and authority to own its properties and conduct its business as currently conducted. (b) Neither the execution and delivery of this Agreement nor the performance by Parent and the Purchaser of its obligations hereunder, nor the consummation of the transactions contemplated hereby, will: (i) conflict with the Certificate of Incorporation or By-laws (or other governing documents) of the Purchaser; (ii) violate any Law applicable to the Purchaser; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any Judgment to which the Purchaser is a party, except in each case to the extent such matter would not materially impair or delay, or reasonably could be expected to materially impair or delay, the ability of the Purchaser to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date:by this' Agreement or to perform its obligations under this Agreement. 5.1 (c) The Purchaser has the full legal right and power and authority required to enter into, execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to perform fully its obligations hereunderhereunder and thereunder. This Agreement, and each of the Ancillary Agreements to which it is a party, has been duly executed and delivered by the Purchaser, and, assuming this Agreement and each of the Ancillary Agreements to which it is a party constitutes a valid and binding obligation of the Seller, constitutes the valid and legally binding obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by subject to the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance qualifications that enforcement of the terms rights and provisions of this Agreement on the part of the Purchaser remedies created hereby is subject to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, (a) bankruptcy, receivershipinsolvency, reorganization, composition moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreementat law). 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement The Purchaser represents and warrants to the Seller to enter into Vendor that as of the date of this Agreement and as at the Closing Time, by reference to consummate the transactions contemplated hereby, facts and circumstances then existing: (a) the Purchaser hereby makes is a corporation duly organized and validly existing under the following representations and warrantieslaws of Australia, (b) the Purchaser, each of which is materially true and correct on or by the date hereof and Closing Time will be materially true authorized to carry on business in the State in which the Lands are located, and correct on now has or by the Closing Date: 5.1 The Purchaser has Time will have good right, full power and absolute authority to execute purchase the Assets according to the true intent and deliver meaning of this Agreement and to perform its obligations hereunder. This Agreement constitutes Agreement; (c) the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, delivery and performance of this Agreement has been duly and validly authorized by any and all requisite corporate, shareholders' and directors' actions and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other agreements contemplated hereby have governing document to which the Purchaser is bound; (d) the execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which the Purchaser is party or by which the Purchaser is bound, nor under any Applicable Law; (e) this Agreement has been duly authorized executed and delivered by the Purchaser; 5.2 The execution and delivery of (f) this Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their terms subject to the availability of equitable remedies and to laws and regulations relating to bankruptcy and creditor's rights; (g) other than the Approvals, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority exercising jurisdiction over any of the Assets is required for the due execution, delivery and performance by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed Agreement, other than authorizations, approvals or exemptions from requirement therefore, previously obtained and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it;currently in force; and 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and (h) the Purchaser has not made an assignment incurred any obligation or liability, contingent or otherwise, for the benefit of creditors, nor has Purchaser taken any action with a view to, brokers' or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could finders' fees in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions respect of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience Agreement or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as transaction to be capable of evaluating effected by it for which the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investmentVendor shall have any obligation or liability.

Representations and Warranties of the Purchaser. As an a material inducement to the Seller Sellers to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations represents and warranties, warrants to each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing DateSellers as follows: 5.1 The (a) Purchaser has is duly formed, validly existing and in full force and effect under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which its ownership of property or the conduct of business requires it to qualify. Purchaser possesses all requisite power and authority authority, and all licenses, permits and authorizations necessary, to execute own and deliver operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted (except for those licenses and permits for which application cannot be made until after the Closing) and to carry out the transactions contemplated by this Agreement. Purchaser is not in violation of any of the provisions of its Articles of Incorporation or By-laws. (b) The execution, delivery and performance of this Agreement and all other agreements, instruments and transactions contemplated hereby and thereby to perform its obligations hereunderwhich the Purchaser is a party have been duly authorized by all requisite corporate approvals. This Agreement and all other agreements and instruments contemplated hereby to which the Purchaser is a party each constitutes the a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The executionPurchaser, deliveryas of the Agreement Date, is not the subject of any federal, state or local bankruptcy or reorganization proceedings or actions. The execution and performance delivery by the Purchaser of this Agreement and all other agreements and instruments contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party party, the purchase of the Acquired Assets hereunder and the fulfillment of and compliance with the respective terms hereof by the Purchaser, does not and shall not: (i) conflict with or by which it is boundresult in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, the Articles of Incorporation or By-laws of the Purchaser or any organizational document of Southern Trading Corporation, or any orderlaw, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating which the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this AgreementSouthern Trading Corporation is subject. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement Purchaser hereby represents and warrants to the Seller Company and Carano as follows: (i) Purchaser has been duly organized and is validly existing as a limited liability company in good standing under the Nevada Limited Liability Company Act. Purchaser is duly qualified to enter into this Agreement do business and is in good standing in the States of the United States and foreign jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified could not reasonably be expected to have a material adverse effect with respect to the financial condition, results of operations, assets, business or management of Purchaser and its Subsidiaries, taken as a whole. Purchaser has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to consummate carry on its business as it is now conducted, except where the transactions contemplated herebyfailure to be have such authorizations could not reasonably be expected to have a material adverse effect with respect to the financial condition, the results of operations, assets, business or management of Purchaser hereby makes the following representations and warrantiesits Subsidiaries, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date:taken as a whole. 5.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation (ii) All of the Purchaserissued and outstanding membership interests of Purchaser are owned by Blocker and all of the issued and outstanding membership interests of Blocker are owned by NGA HoldCo. (iii) The Directly Owned Carano Interest Consideration and the New Membership Interest Consideration have been contributed to the capital of Purchaser free and clear of any Liens and Purchaser will not dispose of, enforceable sell, assign or convey the Directly Owned Carano Interest Consideration or the New Membership Interest Consideration except in accordance with its terms. The executionthe terms of this Agreement. (iv) Purchaser has the requisite limited liability company power and authority, deliveryand has taken all action necessary, in order (A) to authorize the execution and delivery of, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is boundits obligations under, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation , and (B) to pay fees or commissions to any broker, finder, or agent with respect to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, any action of any other Person, including NGA HoldCo, required to approve or adopt this Agreement and the transactions contemplated by this Agreement has been duly taken in accordance with the requirements of the Nevada Limited Liability Company Act and the relevant operating agreement. No further action of the member or managers of Purchaser is required in order to consummate the transactions contemplated by this Agreement. This Agreement constitutes, and each of the other Transaction Documents to be executed by Purchaser will when executed by Purchaser constitute, the valid and binding agreement of Purchaser enforceable in accordance with its terms (A) except, in each case, as the enforceability hereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to the enforcement of creditors’ rights generally or by general principles of equity, and (B) except as rights to indemnity hereunder may be limited by federal and state securities laws. 5.6 (v) The Purchaser has relied solely on execution, delivery and performance of this Agreement, and the reports consummation of the Company filed transactions contemplated by this Agreement by Purchaser does not and will not (A) conflict with or constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of any right, obligation or Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order or governmental or non-governmental permit, license, franchise or privilege or any Contract of Purchaser or to which Purchaser or its properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Governing Documents of Purchaser, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order or governmental or non-governmental permit, license, franchise or privilege or the consent or approval of any other party to such Contract, except, in the case of (A) or (C), where such conflict, breach, violation or default, or the failure to obtain such consent or approval, could not reasonably be expected to have a material adverse effect with respect to the financial condition, results of operations, assets, business or management of Purchaser and, in the case of (C) except such as have been or will be obtained and made under applicable gaming laws and regulations and the Exchange Act and the rules and regulations thereunder. (vi) Purchaser understands that the New Membership Interest and the Directly Owned Carano Interest are not registered under the Securities Act and are being offered and sold hereunder in reliance upon exemptions from registration under Sections 4(2) and 4(1), respectively, of the Securities Act and applicable regulations thereunder and similar exemptions for private offerings under applicable state securities laws. Accordingly, Purchaser makes the following representations, warranties, and acknowledgements with the Securities and Exchange Commission intent that they may be relied upon in making its decision to purchase determining the Shares. 5.7 The Purchaser is purchasing the Shares solely qualification for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt exemption from registration under the Securities Act and related state securities laws of 1933the sale hereunder of the New Membership Interest and the Directly Owned Carano Interest: (A) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (B) Purchaser understands that (1) the New Membership Interest is being offered in a transaction not involving any public offering in the United States and (2) the Directly Owned Carano Interest is a “restricted security” as that term is defined in Rule 144 under the Securities Act and that it is being sold in a transaction not involving any public offering by an “Affiliate” of the Company as that term is used in Rule 144, as amended and the Purchased Interest shall be subject to the restrictions contained in the legend set forth in Section 3.04(vi)(F) hereof. (the “Act ”). C) Purchaser also represents acknowledges that the entire legal Purchased Interest may not be offered or sold by Purchaser unless subsequently registered under the Securities Act (if applicable to the transaction) and beneficial interest any other securities laws or unless exemptions from the registration or other requirements of the Shares is being purchased, Securities Act and will be held, any other applicable securities laws are available for the Purchaser’s account transaction. (or that of a trust established for the benefit of his childrenD) only, Purchaser has such knowledge and neither experience in whole or financial and business matters as are necessary in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity order to evaluate the merits and risks of an investment in the Company Purchased Interest and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk risks of his its investment. (E) Purchaser has received a copy of the Eldorado Disclosure and has been afforded the opportunity to review the Eldorado Disclosure and the other documents, books, records and financial and other information that it has requested from the Company, has been afforded the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the transactions contemplated by this Agreement, including Purchaser’s acquisition of the Purchased Interest, and to obtain any additional information it has deemed necessary in connection with its decision to acquire the Purchased Interest and to verify the information furnished to it, and has made its own independent decision to acquire the Purchased Interest pursuant to the terms herein. (F) Purchaser understands that any certificate evidencing the Purchased Interest will be subject to and bear the following restrictive legends: THE INTEREST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH INTEREST IS REGISTERED UNDER THE 1933 ACT AND, AS APPLICABLE, REGISTERED OR QUALIFIED UNDER STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION OR QUALIFICATION IS REQUIRED. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND PROVISIONS OF THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ELDORADO RESORTS LLC IN EFFECT AS OF THE DATE OF THIS CERTIFICATE, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. (vii) Purchaser will at all times be using its own funds in any transaction entered into pursuant to this Agreement and is not using funds of any other Person, and Purchaser is not a Benefit Plan Investor (as defined in Section 3.04(v)(C)).

Representations and Warranties of the Purchaser. As an inducement 6.1 The Purchaser represents and warrants to the Seller Holder as follows and acknowledges that the Holder is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement: (a) the Purchaser is validly subsisting under the laws of New Zealand and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby makes the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Date: 5.1 The Purchaser has full power and authority to execute and deliver this Purchase Agreement and to perform its obligations hereunder. This Agreement constitutes hereunder and thereunder; (b) the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement and the Purchase Agreement by the Purchaser and the observance performance by it of its obligations hereunder and thereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the Purchase Agreement and the performance of the terms its obligations hereunder and provisions of thereunder; (c) this Agreement on and the part Purchase Agreement have been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the other parties thereto, each constitutes a legal, valid and binding obligation, enforceable by the other parties thereto against the Purchaser in accordance with its terms, subject, however, to limitations imposed by applicable law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (d) the consummation by the Purchaser to be observed of the transactions contemplated hereby and performed under the Purchase Agreement will not constitute a violation of applicable law a default under, or conflict with, any provision contract, commitment, agreement, arrangement, understanding or restriction of any contract or other instrument kind to which the Purchaser is a party or by which it the Purchaser is bound, ; and (e) there are no legal proceedings in progress or pending before any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending governmental authority or, to the knowledge of the Purchaser, threatened and against the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which its affiliates that would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could adversely affect in any manner restrain or prevent the ability of the Purchaser from effectually to enter into this Agreement and legally purchasing to perform its obligations hereunder or under the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Purchase Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement In addition to the Seller to enter into this Agreement and to consummate the transactions contemplated herebyforegoing, the Purchaser hereby makes represents and warrants to the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing DateBank as follows: 5.1 3.3.1 The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is boundsophisticated investor, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience experienced in financial and business matters as to be and in purchasing shares or investing in companies, is capable of evaluating the merits and risks of the transactions contemplated hereunder, and is able to fend for itself and bear the risks thereof. Purchaser is financially capable to perform all of its obligations under this Agreement, including without limitation the payment at Closing of the Debt Sale Consideration. 3.3.2 Purchaser hereby acknowledges and agrees that aside from the specific representations and warranties of the Bank in Sections 3.1 and 3.2 above and in the Share Option Agreement, that it is consummating the transactions hereunder and purchasing the Bank’s Rights and Obligations and if applicable any Ordinary Shares under the Share Option Agreement on an ‘AS IS’ basis, and without any further representations and/or warranties on behalf of the Bank with regard to the Company, the Option Shares and the Remaining Shares, the Facility Agreement, or the Bank’s Rights and Obligations, and the Bank has not given and shall not be treated as having given to Purchaser is able any information, representation, warranty or undertaking whatsoever other than those specifically set forth herein. Purchaser acknowledges and agrees that it will not have any claims and/or demands of any kind against the Bank, its officers, employees, affiliates and/or representatives with regard to bear the economic risk transactions contemplated hereunder (except where the Bank has breached any of his investmentits obligations hereunder). Purchaser hereby expressly waives any claim whatsoever in connection with Purchaser’s entering into this Agreement and its rights to obtain any relief of rescission, compensation or restitution in respect of such claims. 3.3.3 As of Closing, the Purchaser shall perform the obligations and receive the rights of the Bank under the Bank’s Rights and Obligations and be fully and solely responsible for all liabilities, claims and demands arising thereunder and be bound by its terms in every way and by virtue thereof, the Bank shall be released and discharged from any further performance under the Bank’s Rights and Obligations.

Representations and Warranties of the Purchaser. As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated herebyOn each Closing Date, the Purchaser hereby makes represents and warrants to the following representations and warranties, each of which is materially true and correct on the date hereof and will be materially true and correct on the Closing DateU.K. Company that: 5.1 3.1 The Purchaser is a validly existing business trust under the Delaware Act and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes and observe the valid provisions hereof, except as performance may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights, and legally binding obligation general principles of equity (regardless of whether the Purchaser, enforceable enforceability of such performance is considered in accordance with its terms. a proceeding in equity or at law); 3.2 The execution, delivery, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser do not contravene any requirement of law or any material transactional restriction or material agreement binding on or affecting the Purchaser or any of its assets; 3.3 This Agreement has been duly and properly executed and delivered by the observance Purchaser and performance constitutes a legal, valid and binding agreement of the terms Purchaser enforceable against the Purchaser in accordance with its terms, except as the enforcement of rights and provisions remedies may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); 3.4 No declaration or filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the execution, delivery or performance by the Purchaser of this Agreement on or the part of consummation by the Purchaser to be observed and performed will not constitute a violation of applicable law or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated herein and therein, except such as have been already obtained or as may be required under the Securities Act or the rules and regulations promulgated thereunder or state securities laws; 3.5 This Agreement is made by this Agreement. 5.6 The Purchaser has relied solely on the reports of the U.K. Company filed with the Purchaser in reliance upon the Purchaser's representation to the U.K. Company, which by the Purchaser's execution of this Agreement the Purchaser hereby confirms, that the Debt Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely are being acquired for his own account (or that of a trust established investment for the benefit of his children) for investment Purchaser's own account, and not as a nominee or agent and not with a view to the resale or for sale in connection with distribution by the Purchaser of any distribution of the Shares or any portion thereof Debt Securities, and not with any that the Purchaser has no present intention of selling, offering to sell granting any participation in, or otherwise disposing of or distributing the Shares Debt Securities, in either case in violation of any securities registration requirement under applicable law, but subject nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control. By executing this Agreement, the Purchaser further represents that the Purchaser does not have any contract, undertaking, agreement or arrangement with any portion thereof person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Debt Securities; 3.6 The Purchaser acknowledges that it can bear the economic risk of the investment for an indefinite period of time and has such knowledge and experience in any transaction other than a transaction exempt from registration financial and business matters (and particularly in the business in which the U.K. Company operates) as to be capable of evaluating the merits and risks of the investment in the Debt Securities. The Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “"Securities Act"); 3.7 The Purchaser understands that the Debt Securities are characterized as "restricted securities" under the United States securities laws inasmuch as they are being acquired from the U.K. Company in a transaction not involving a public offering and that under such laws and applicable regulations such Debt Securities may be resold without registration under the Securities Act ”)only in certain circumstances. In this connection, the Purchaser also represents that it understands the entire legal resale limitations imposed by the Securities Act and beneficial interest is generally familiar with the existing resale limitations imposed by Rule 144; 3.8 The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Shares Debt Securities unless and until: (a) There is being purchasedthen in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) The Purchaser shall have furnished the U.K. Company with an opinion of counsel, reasonably satisfactory to the U.K. Company, that such disposition will not require registration of such Debt Securities under the Securities Act. Notwithstanding the provisions of subsections (a) and will (b) above, no such registration statement or opinion of counsel shall be held, necessary for a transfer by the Purchaser to any affiliate of the Purchaser’s account , if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were the original Purchaser hereunder; and 3.9 It is understood that the certificate evidencing the Debt Securities may bear either or both of the following legends: (a) These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or that hypothecated in the absence of a trust established for registration statement in effect with respect to the benefit securities under such Act or an opinion of his childrencounsel reasonably satisfactory to the Trustees of ANZ Exchangeable Preferred Trust that such registration is not required." (b) only, and neither in whole or in part for Any legend required by the laws of any other personapplicable jurisdiction. The Purchaser either has a pre-existing business or personal relationship with and the U.K. Company or any of its officers, directors or controlling persons or by reason of agree that the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment legend contained in the Company and paragraph (a) above shall be removed at the holder's request when it is no longer necessary to protect the Purchaser’s own interests in connection ensure compliance with this transactionfederal securities laws. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement In order ----------------------------------------------- to induce the Seller to enter into this Agreement and to consummate the transactions contemplated herebyAgreement, the Purchaser hereby makes represents and warrants to the following representations and warranties, each Seller that as of which is materially true and correct on the date hereof and will be materially true and correct on the as of each Closing Date: 5.1 (i) The Purchaser has is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to carry on its business as presently conducted by it. The Purchaser has the full power and authority and legal right to execute and deliver deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement and to perform its obligations hereunder. Agreement. (ii) This Agreement constitutes has been duly and validly authorized, executed and delivered by the valid Purchaser, all requisite corporate action has been or will have been taken, and legally (assuming the due authorization, execution and delivery hereof by the other parties hereto) consti tutes or will constitute a valid, legal and binding obligation agreement of the Purchaser, enforceable in accordance with its terms. , except as such enforcement may be limited by (i) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (ii) other laws relating to or affecting the rights of creditors generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (iii) public policy consider ations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from liabilities under applicable securities laws. (iii) Either (a) no consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state laws, for the execution, delivery and performance of or compliance by the Purchaser with this Agreement, or the consummation by the Purchaser of any other transaction contemplated hereby or (b) such consent, approval, authorization or order has been obtained, or such registration, filing or notice has been made. (iv) The execution, delivery, and delivery or performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser; 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed does not conflict or will not conflict with, or does not result or will not result in a breach of, or does not constitute or will not constitute a violation default under (a) any term or provision of applicable law the documents governing the Purchaser's organization, or (b) any term or provision of any contract material agreement, contract, instrument or other instrument indenture, to which the Purchaser is a party or by which it is bound, or (c) any law, rule, regulation, order, judgment, writ, injunction, injunction or decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any charactercourt or governmental authority having jurisdiction over the Purchaser. (v) There are no actions or proceedings against, including without limitationor investigations of, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge Purchaser's knowledge, threatened against the Purchaser before any court, administrative agency or other tribunal, which would reasonably be expected to adversely affect the transfer of the Mortgage Loans sold on such Closing Date, the execution, delivery or enforceability of this Agreement or have a material adverse effect on the financial condition of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Shares pursuant to the terms and provisions of this Agreement; and 5.5 The Purchaser has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his children) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined in Regulation D under the Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and the Purchaser is able to bear the economic risk of his investment.

Representations and Warranties of the Purchaser. As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the The Purchaser hereby makes the following representations and warranties, each which are deemed to be made as of which is materially true and correct on the date hereof and will be materially true and correct on the Closing Sale Date: 5.1 (a) the Purchaser is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization as reflected in the preamble of this Agreement. The Purchaser has full power is licensed, qualified and authority in good standing in each state where a mortgaged property is located if the laws of such state require licensing or qualification in order to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation conduct a servicing business of the Purchaser, enforceable type required to service the Mortgage Loans in accordance with its terms. The executionthe terms of the Servicing Agreements, deliveryand, and performance in any event, the Purchaser is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the terms of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser;each Servicing Agreement. 5.2 The execution and delivery of this Agreement by the Purchaser and the observance and performance of the terms and provisions of this Agreement on the part of the Purchaser to be observed and performed will not constitute a violation of applicable law (b) There is no action, suit, proceeding or any provision of any contract or other instrument to which the Purchaser is a party or by which it is bound, or any order, writ, injunction, decree statute, rule or regulation applicable to it; 5.3 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Purchaser as the bankrupt or the insolvent, are pending or, to the knowledge of the Purchaser, threatened and the Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 5.4 There are no actions, suits, or proceedings investigation pending or, to the best of the Purchaser’s knowledge, threatenedthreatened against the Purchaser which, which could either in any manner restrain one instance or prevent in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Purchaser, or in any material impairment of the right or ability of the Purchaser from effectually to carry on its business substantially as now conducted, or in any material liability on the part of the Purchaser, or which would draw into question the validity of this Agreement, the Cenlar Subservicing Agreement or any Servicing Agreement or of any action taken or to be taken in connection with the obligations of the Purchaser contemplated herein, or which would be likely to impair materially the ability of the Purchaser to perform under the terms of this Agreement, the Cenlar Subservicing Agreement or any Servicing Agreement. (c) The Purchaser has full power and legally purchasing authority (corporate or otherwise) to enter into, execute, deliver and perform its obligations under this Agreement, the Shares pursuant to Cenlar Subservicing Agreement and under each Servicing Agreement. (d) This Agreement has been duly authorized, executed and delivered by the Purchaser, and constitutes the valid, legal and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. (e) Neither the execution and delivery of this Agreement, the acquisition of the Servicing, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and provisions conditions of this Agreement; and 5.5 The , will conflict with or result in a breach of any of the terms, conditions or provisions of the Purchaser’s charter or by-laws or any legal restriction or any agreement or instrument to which the Purchaser has no liability is now a party or obligation to pay fees or commissions to any broker, finderby which it is bound, or agent with respect constitute a default or result in acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Purchaser or its property is subject or impair the ability of the Purchaser to service the Mortgage Loans, or impair the value of the Mortgage Loans. (f) No consent, approval authorization or notice is required for the purchase of the Servicing hereunder or any of the transactions contemplated by this AgreementAgreement from any third party or, if required, such consent, approval, authorization or notice has been or will, prior to the Sale Date, be obtained. 5.6 The Purchaser has relied solely on the reports of the Company filed with the Securities and Exchange Commission in making its decision to purchase the Shares. 5.7 The Purchaser is purchasing the Shares solely for his own account (or that of a trust established for the benefit of his childreng) for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act ”). Purchaser also represents that the entire legal and beneficial interest of the Shares is being purchased, and will be held, for the Purchaser’s account (or that of a trust established for the benefit of his children) only, and neither in whole or in part for any other person. The Purchaser either has a pre-existing business or personal relationship with the Company or any of its officers, directors or controlling persons or by reason of the Purchaser’s business or financial experience or the business or financial experience of the Purchaser’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect the Purchaser’s own interests in connection with this transaction. 5.8 The Purchaser realizes that the purchase of the Shares will be a highly speculative investment and involves a high degree of risk, and the Purchaser is able, without impairing financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on the Purchaser’s investment. 5.9 The Purchaser is an “accredited investor” as that term is defined approved seller/servicer for Xxxxxx Xxx and Xxxxxxx Mac in Regulation D under the Act good standing and has the facilities, procedures and experienced personnel necessary for the sound servicing of the Mortgage Loans. (h) The consummation of the transaction contemplated by this Agreement is in the ordinary course of business of the Purchaser. (i) The Purchaser has the ability to, and will, with respect to each applicable Certificate, obtain a letter from each applicable Rating Agency to the effect that the transfer of the Servicing to the Purchaser will not result in a qualification, withdrawal or downgrade of the current rating of any of the Certificates; and further, the Purchaser shall deliver such knowledge letters to the applicable Master Servicer and experience related Trustee. (j) The Purchaser is a member of MERS, in financial good standing. (k) The Purchaser does not believe, nor does it have any reason or cause to believe, that it cannot perform each and business matters every covenant and requirement contained in this Agreement, the Cenlar Subservicing Agreement and each Servicing Agreement. (l) Neither this Agreement nor any statement, report or other document furnished or to be furnished by the Purchaser pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue material statement of fact or omits to state a material fact necessary to make the statement contained therein not misleading. (m) The Purchaser has no agreement or obligation with or to any broker, agent or other person who might be entitled to any brokerage fee, finders fee, commission or any other similar type of payment in connection with the transactions completed by this Agreement. (n) Consistent with the Sale Procedures, the Purchaser has had the opportunity to conduct such due diligence review and analysis of the due diligence materials (including, but not limited to the Servicing Files and related information), together with such records as are generally available to the public from local, county, state and federal authorities, record-keeping offices and courts (including, without limitation, any bankruptcy courts in which any mortgagors, guarantor or surety, if any, may be subject to any pending bankruptcy proceedings), as the Purchaser deemed necessary, proper or appropriate in order to make a complete informed decision with respect to the purchase and acquisition of the Servicing. The Purchaser acknowledges that it has had the opportunity to conduct legal and other appropriate due diligence as to be capable the Servicing and that its determination to enter into this Agreement is made in its own discretion and solely upon its analysis of evaluating the merits information referred to in this paragraph and risks of purchasing not upon any express or implied representation made by the Shares, and Seller or the Purchaser is able to bear the economic risk of his investmentDebtor.