Common use of Representations and Warranties of ▇▇▇▇▇ Clause in Contracts

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ represents and ---------------------------------------- warrants to the Company that: (a) ▇▇▇▇▇ is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD. (b) ▇▇▇▇▇ is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of ▇▇▇▇▇, and this Agreement is a legal valid and binding obligation of ▇▇▇▇▇, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy). (d) ▇▇▇▇▇ and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by ▇▇▇▇▇ shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and ▇▇▇▇▇ is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates. (e) The execution and delivery of this Agreement by ▇▇▇▇▇, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of ▇▇▇▇▇ or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which ▇▇▇▇▇ is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order. (f) Any funds received by ▇▇▇▇▇ to purchase Certificates will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇. (g) There is not now pending nor, to ▇▇▇▇▇' knowledge, threatened against ▇▇▇▇▇ any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning ▇▇▇▇▇' activities as a broker-dealer.

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ represents and ---------------------------------------- warrants to the Company thatas of the date hereof as follows: (ai) ▇▇▇▇▇ is registered as a broker-dealer with an individual resident in the Commission and a member State of the NASD, and is in good standing with the Commission and the NASDFlorida. (bii) ▇▇▇▇▇ is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporationhas full legal right, with full corporate power and authority to provide the services to be furnished to the Company hereunder. (c) The execution and delivery of enter into this Agreement and has full legal right, power and authority to convert the consummation outstanding principal amount of the transactions contemplated hereby have been duly Pledged Note, and validly authorized by all necessary corporate action on the part of accrued but unpaid interest thereon, into ▇▇▇▇▇ Note II, the Conversion Shares and ▇▇▇▇▇ Note III. (iii) There are no actions, and suits, or proceedings (including, without limitation, any condemnation or bankruptcy proceedings), in law or equity, pending or threatened against or affecting ▇▇▇▇▇ or the Pledged Note which may adversely affect the validity or enforceability of this Agreement, at law or in equity. (iv) This Agreement is a legal constitutes the valid and binding obligation of ▇▇▇▇▇, enforceable against ▇▇▇▇▇ in accordance with its terms (terms, except as the such enforceability thereof may be limited by subject to the laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and rules of law governing specific performance, moratorium, reorganization injunctive relief or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy)other equitable remedies. (dv) ▇▇▇▇▇ is and each of its employees, agents and representatives who shall perform any of the services required hereunder reasonably expects to continue to be performed an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Act. (vi) ▇▇▇▇▇ shall be duly authorized is voluntarily converting the outstanding principal amount of the Pledged Note, and shall have all licensesaccrued but unpaid interest thereon, approvals and permits necessaryinto ▇▇▇▇▇ Note II, to perform such services, the Conversion Shares and ▇▇▇▇▇ is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the CertificatesNote III. (evii) The execution and delivery of this Agreement by ▇▇▇▇▇, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict In connection with the corporate charter or bylaws of conversion contemplated hereby, ▇▇▇▇▇ has had an opportunity to read carefully that certain Registration Statement on Form S-1 filed with the SEC on June 11, 2008, Registration No. 333-151605, as amended through the date hereof (the “Registration Statement”), relating to the Company’s Rights Offering, and the exhibits and annexes thereto, and is fully familiar with the contents thereof. (viii) No written or violateoral representations or warranties have been made to ▇▇▇▇▇ other than those contained in the Registration Statement and ▇▇▇▇▇ has not relied upon any representation or warranty not contained in the Registration Statement in making the decision to convert a portion of the outstanding principal amount of the Pledged Note, conflict with or constitute a breach ofand the accrued but unpaid interest thereon, or default into the Conversion Shares pursuant to this Agreement. (or an event which, with notice or lapse of time, or both, would constitute a defaultix) under, any material agreement, indenture or other instrument by which ▇▇▇▇▇ has such knowledge and experience in financial and business matters that ▇▇▇▇▇ is bound or under any governmental license or permit or any lawcapable of evaluating the merits and risks of the conversion a portion of the outstanding principal amount of the Pledged Note, administrative regulationand the accrued but unpaid interest thereon, authorization, approval or order or court decree, injunction or orderinto the Conversion Shares pursuant to this Agreement. (fx) Any funds received by ▇▇▇▇▇ has consulted with legal counsel, tax advisors or other third parties of his choice in connection with the conversion of a portion of the outstanding principal amount of the Pledged Note, and the accrued but unpaid interest thereon, into the Conversion Shares pursuant to purchase Certificates will be handled in accordance with Rule 15c2-4 under the this Agreement. (xi) ▇▇▇▇▇ is acquiring the Conversion Shares for his own account, with the intention of holding the Conversion Shares for investment and with no present intention of participating, directly or indirectly, in a distribution of the Conversion Shares, and he will not make any sale, transfer or other disposition of the Securities for a period of six months from the date he receives the Conversion Shares. (xii) ▇▇▇▇▇ is familiar with the business in which the Company is engaged, and based upon his knowledge and experience in financial and business matters: he is familiar with the investments of the type that he is undertaking to purchase; he is fully aware of the problems and risks involved in making an investment of this type, including, without limitation, the risks described under the heading “Risk Factors” in the Registration Statement, and that an investment in the Conversion Shares involves a high degree of risk; he is capable of evaluating the merits and risks of this investment; and he has determined that the purchase of the Conversion Shares is consistent with his investment objectives. (gxiii) There is not now pending nor▇▇▇▇▇ confirms that all documents, records, and books pertaining to the Company have been made available to ▇▇▇▇▇' knowledge▇ and, threatened against ▇▇▇▇▇ any action or proceeding before to the Commissionextent he desired to do so, he has been given an opportunity to make further inquiries of the NASD, any state securities commission or any state or federal court concerning ▇▇▇▇▇' activities as a broker-dealerCompany and its representatives with respect to the Company and the conversion contemplated hereby.

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ represents and ---------------------------------------- warrants to the Company thatPurchaser as follows, except as Disclosed, and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) ▇▇▇▇▇ Rosey is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD. (b) ▇▇▇▇▇ is corporation validly existing as a corporation and in good standing under the laws of its the jurisdiction of incorporationincorporation and is duly registered, with full 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) Rosey has the corporate power and authority capacity to provide the services enter into this Agreement and each additional agreement or instrument to be furnished delivered pursuant to the Company hereunder.this Agreement, to perform its obligations hereunder and thereunder to own and lease it property, and to carry on its businesses as now being conducted; (c) The this Agreement 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 ▇▇▇▇▇ and each is, or will be at the Time of Closing, a legal, valid and binding obligation of Rosey, enforceable against Rosey in accordance with its terms; (d) the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) result in a breach or violation of the articles or by-laws of Rosey or of any resolutions of the directors or shareholders of Rosey, (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement (including any Rosey Material Contract), license or permit to which Rosey is a party or by which Rosey is bound or to which any material assets or property of Rosey is subject, or (iii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to Rosey; (e) the authorized capital of Rosey consists of an unlimited number of common shares, of which, as of the Closing Date, 100,000 Rosey Shares will be issued and outstanding as fully paid and non-assessable shares; as of the date hereof and as of the Closing Date, nil common share purchase warrants of Rosey are or will be outstanding and nil stock options are or will be outstanding; (f) other than as set out in Section 5.03(e), there are no other common shares of Rosey or securities convertible, exercisable or exchangeable into common shares or preferred shares issued or outstanding; (g) other than as described herein, ▇▇▇▇▇ does not own, and has not at any time owned, and does not have any agreements of any nature to acquire, directly or indirectly, any shares in the capital of or other equity or proprietary interests in any person, and Rosey does not have any agreements to acquire or lease any material assets or properties or any other business operations; (h) no person (other than the Purchaser pursuant to this Agreement) 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 Rosey; (i) Rosey 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; (j) Rosey 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; (k) this Agreement (the “Rosey Material Contracts”) and after the execution and delivery hereof, all ancillary agreements contemplated herein, constitute all the Material Contracts of Rosey. Each of the Rosey 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 hereby hereunder, including, without limitation, 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. ▇▇▇▇▇ has not violated or breached, in any material respect, any of the terms or conditions of any Rosey Material Contract and all the covenants to be performed by any other party thereto have been fully and properly performed; (l) there are no waivers, consents, notices or approvals required to be given or obtained by ▇▇▇▇▇ in connection with the Transaction and the other transactions contemplated by this Agreement under any Contract to which ▇▇▇▇▇ is a party; (m) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over Rosey is required to be obtained by Rosey in connection with the execution and delivery of this Agreement, 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 ▇▇▇▇▇ ▇▇▇▇▇ from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect on Rosey; (n) there is no suit, action or proceeding or, to the knowledge of Rosey, pending or threatened against ▇▇▇▇▇ that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Rosey, and there is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding against Rosey causing, or which could reasonably be expected to cause, a Material Adverse Effect on Rosey; (o) no bankruptcy, insolvency or receivership proceedings have been instituted by ▇▇▇▇▇ or, to the knowledge of Rosey, are pending against ▇▇▇▇▇; (p) Rosey has good and marketable title to its properties and assets (other than property or an asset as to which Rosey 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 Rosey; (q) no person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, option, understanding or commitment for the purchase from Rosey of any of its assets or property; (r) Rosey has all permits, licences, certificates of authority, orders and approvals of, and has made all filings, applications and registrations with, applicable Governmental Authorities and other persons 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 Rosey, and all such permits, licenses, certificates of authority, orders and approvals are in good standing and fully complied with in all material respects; (s) ▇▇▇▇▇ has filed in the prescribed manner and within the prescribed times all Tax Returns required to be filed by Rosey in all applicable jurisdictions as of the date hereof and all Tax Returns that have been filed by, or with respect to Rosey 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. Rosey has duly and validly authorized timely paid any Tax due and payable by it, including all necessary 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; (t) there are no audits, reassessments or other proceedings in progress or, to the knowledge of Rosey, threatened against Rosey, 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 ▇▇▇▇▇ is not aware of any contingent liability of Rosey for Tax or any grounds that could prompt an assessment or reassessment for any Tax, and ▇▇▇▇▇ has not received any indication from any Governmental Authority that any assessment or reassessment is proposed; (u) Rosey 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 ▇▇▇▇▇; (v) Rosey has not been notified by any Governmental Authority of any investigation with respect to it that is pending or threatened, nor has any Governmental Authority notified Rosey of such Governmental Authority’s intention to commence or to conduct any investigation that could be reasonably likely to have a Material Adverse Effect on Rosey; (w) Rosey has no employees and Rosey is not a party to any employment, management or consulting agreement of any kind whatsoever; (x) no current or former employee, officer or director of ▇▇▇▇▇ is entitled to a severance, termination or other similar payment as a result of the Transaction; (y) the Corporate Records of Rosey are complete and accurate in all material respects and all corporate action on proceedings and actions reflected therein have been conducted or taken in compliance with all applicable laws and with the part constating documents of ▇▇▇▇▇, and this Agreement is a legal valid and binding obligation of ▇▇▇▇▇, enforceable in accordance with its terms (except as without limiting the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy). (d) ▇▇▇▇▇ and each of its employees, agents and representatives who shall perform any generality of the services required hereunder to be performed by ▇▇▇▇▇ shall be duly authorized foregoing: (i) the minute books of Rosey contain complete and shall have accurate minutes of all licenses, approvals and permits necessary, to perform such services, and ▇▇▇▇▇ is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale meetings of the Certificates. (e) The execution directors and delivery shareholders of this Agreement by ▇▇▇▇▇, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of ▇▇▇▇▇ or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which ▇▇▇▇▇ is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order. (f) Any funds received by ▇▇▇▇▇ to purchase Certificates will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇. (g) There is not now pending nor, to ▇▇▇▇▇' knowledge, threatened against ▇▇▇▇▇ any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning ▇▇▇▇▇' activities as a broker-dealer.Rosey;

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ hereby represents and ---------------------------------------- warrants to the Company thatas follows: (a) ▇▇▇▇▇ is understands that the Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Act”), or the securities laws of any state by reason of a broker-dealer with specific exemption from the Commission and a member registration provisions of the NASD, and is in good standing with the Commission Act and the NASDapplicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of ▇▇▇▇▇’▇ representations and warranties as expressed herein. (b) ▇▇▇▇▇ is validly existing as acknowledges and understands that the Shares are being acquired for investment purposes and not with a corporation view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the Shares for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the securities made in good standing full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and applicable state securities laws. The Company has no obligation or intention to register the securities for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of the Shares or compliance with Regulation A or some other exemption under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunderAct. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of ▇▇▇▇▇▇ is aware that the Shares are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and this Agreement is a legal valid and binding obligation of regulations under the Act. ▇▇▇▇▇ acknowledges that the Shares must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. ▇, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement ▇▇▇▇ is aware of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy)Rule 144 promulgated under the Act which permit investors who have satisfied a certain holding period to resell under certain conditions such securities or a portion of such securities. (d) ▇▇▇▇▇ and each of its employees, agents and representatives who shall perform any of is an “accredited investor” as such term is defined in Regulation D promulgated under the services required hereunder to be performed by Act. (e) ▇▇▇▇▇ understands that any and all certificates representing the securities and any and all securities issued in replacement thereof or in exchange therefor initially shall be duly authorized bear the following legend, or one substantially similar thereto, which ▇▇▇▇▇ has read and shall have all licensesunderstands: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, approvals AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER'S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (f) ▇▇▇▇▇ acknowledges that he has reviewed with his own tax advisors the federal, state, local and permits necessary, to perform such servicesforeign tax consequences of the acquisition of the Shares as contemplated herein, and that ▇▇▇▇▇ is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale relying solely on such advisors and will remain registered in such jurisdictions in which not on any statements or representations of the Company is relying on such registration for the sale or any of the Certificates. (e) The execution and delivery of this Agreement by ▇▇▇▇▇, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of its agents. ▇▇▇▇▇ or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which understands that ▇▇▇▇▇ is bound or under (and not the Company) shall be responsible for any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order. (f) Any funds received by ▇▇▇▇▇ to purchase Certificates will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇. (g) There is not now pending nor, to ▇▇▇▇▇' knowledge, threatened against ▇▇▇▇▇ any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning ▇▇▇▇▇' activities tax liability that may arise as a broker-dealerresult of the acquisition of the Shares as contemplated herein.

Representations and Warranties of ▇▇▇▇▇. In order to induce the Facility Agent, the Collateral Agent, JSC and the Bank to enter into this Amendment and to amend the Liquidity Agreement and the Annex in the manner provided herein, ▇▇▇▇▇ represents and ---------------------------------------- warrants to the Company that: Facility Agent, the Collateral Agent, JSC and the Bank that (ai) all of the representations and warranties contained in the Liquidity Agreement are true and correct in all respects as of the date hereof except to the extent such representations and warranties specify that they relate only to an earlier date, in which case they are true as of such date, (ii) no Liquidation Event or Unmatured Liquidation Event exists, (iii) ▇▇▇▇▇ is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD. (b) ▇▇▇▇▇ is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full has all requisite corporate power and authority to provide enter into this Amendment and the services Liquidity Agreement, including the Annex, as amended hereby and to be furnished to perform its obligations thereunder, (iv) the Company hereunder. (c) The execution execution, delivery and delivery performance of this Agreement Amendment and the consummation of Liquidity Agreement, including the transactions contemplated Annex, as amended hereby have been duly and validly effectively authorized by all necessary corporate action on the part of ▇▇▇▇▇, (v) the execution, delivery and performance of this Agreement is a legal valid Amendment and binding obligation of the Liquidity Agreement, including the Annex, as amended hereby will not violate any charter, by-law or contract provision, or any license, franchise or permit, law, statute, regulation order or decree applicable to ▇▇▇▇▇, enforceable in accordance with its terms (except vi) the execution, delivery and performance of this Amendment and the Liquidity Agreement, including the Annex, as the enforceability thereof may be limited by bankruptcyamended hereby will not conflict with, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered result in a proceeding in equity breach of or at law, and except to the extent that the provisions constitute (with due notice or lapse of Sections 7 and 8 hereof may be unenforceable as against public policy). (dtime or both) ▇▇▇▇▇ and each of its employees, agents and representatives who shall perform a default under any of the services required hereunder to be performed by ▇▇▇▇▇ shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and ▇▇▇▇▇ is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates. (e) The execution and delivery of this Agreement by ▇▇▇▇▇, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws Obligations of ▇▇▇▇▇ or violate, conflict with result or constitute a breach of, require the creation of or default (imposition of any lien upon any of the properties or an event which, with notice or lapse assets of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which ▇▇▇▇▇ is bound (other than liens created pursuant to the Liquidity Agreement), (vii) no order, decree or under judgment of or in any court of competent jurisdiction makes the execution, delivery or performance of this Amendment or the Liquidity Agreement, including the Annex, as amended hereby illegal and no action, suit, or proceeding shall be pending or threatened or any investigation by any governmental license or permit regulatory authority shall have been commenced which could result in any such order, decree or judgment, and (viii) no authorization, consent, or approval of, or filing with, any public body or authority of the United States or any lawState thereof which has not already been made or obtained is required for the execution, administrative regulationdelivery or performance of this Amendment or the Liquidity Agreement, including the Annex, as amended hereby and no authorization, consent or approval or order or court decreeof any third party, injunction or orderwhich has not been obtained, is required with respect thereto. (f) Any funds received by ▇▇▇▇▇ to purchase Certificates will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇. (g) There is not now pending nor, to ▇▇▇▇▇' knowledge, threatened against ▇▇▇▇▇ any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning ▇▇▇▇▇' activities as a broker-dealer.

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ represents and ---------------------------------------- warrants to the Company each of ▇▇▇▇▇▇ and Subco that: (a) ▇▇▇▇▇ it is registered incorporated under the laws of British Columbia, is a valid and existing company and with respect to the filing of annual reports is in good standing; (b) it has all requisite corporate power and capacity to carry on its business as a broker-dealer with the Commission now conducted and a member of the NASDto own, lease and operate its property and assets, and it is duly and appropriately registered, licensed and otherwise qualified to carry on its business and to own, lease and operate its property and assets and is in good standing with the Commission and the NASD. (b) ▇▇▇▇▇ is validly existing as a corporation in good standing under the laws of each jurisdiction where it carries on business or owns, leases or operates its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.property or assets; (c) The execution its authorized and delivery issued share capital is as set out set out in Appendix “C” hereto, and other than as disclosed herein: (i) there are no rights, privileges or agreements requiring it to repurchase, redeem, retract or otherwise acquire, whether directly or indirectly, any of this Agreement its issued shares or other securities; and (ii) there are no options, warrants, rights, privileges or agreements requiring it to sell, or otherwise issue (by exercise, conversion, exchange or otherwise), whether directly or indirectly, any of its unissued shares; (d) it has all requisite corporate power and the consummation of the transactions contemplated hereby have been duly capacity and validly authorized by has taken all necessary corporate action on the part of ▇▇▇▇▇to authorize it to execute and deliver this Agreement and perform its obligations hereunder, and this Agreement is has been duly authorized, executed and delivered by it and constitutes a legal legal, valid and binding obligation of ▇▇▇▇▇, enforceable against it in accordance with its this Agreement’s terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratoriumliquidation, reorganization or reorganization, reconstruction and other similar laws relating to or of general application affecting the enforcement enforceability of creditors' remedies and rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, creditors and except to the extent that the provisions of Sections 7 equitable remedies such as specific performance and 8 hereof may be unenforceable as against public policy). (d) ▇▇▇▇▇ and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by ▇▇▇▇▇ shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and ▇▇▇▇▇ is a registered selling agent injunction are in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale discretion of the Certificates.a court; (e) The its execution and delivery of this Agreement by and its performance of its obligations hereunder does not and shall not result in the breach of, constitute a default under or conflict with: (i) any provision of its constating documents; (ii) any resolutions of its shareholders or directors; (iii) any statute, rule or regulation applicable to it or its property; (iv) any order, decree or judgment of a court or regulatory authority or body having jurisdiction over it or its property; or (v) any mortgage, indenture or other agreement to which it is a party or it or its property is bound; (f) all Pasha Shares are issued as fully paid and non-assessable securities of Pasha and are free and clear of any and all encumbrances, liens, charges, demands of any kind and nature, other than those acceptable to ▇▇▇▇▇▇ in writing; (g) there are no claims, actions, suits or proceedings (judicial, administrative or otherwise) commenced, pending or threatened against it, nor to its knowledge is any of the foregoing contemplated nor to its knowledge is there any basis therefor; (h) it is not a reporting issuer or equivalent in any jurisdiction and has not contravened any applicable securities laws of any jurisdiction, including without limitation in relation to the issuing of its seed shares, founders shares or any other shares or other securities; (i) Pasha is in good standing with respect to all of its obligations owing pursuant to all its material contracts, and each of such material contracts is a legal, valid and binding obligation of Pasha; and (j) to the knowledge of Pasha, other than as has been disclosed in writing directly to ▇▇▇▇▇▇, the fulfillment all activities of the terms set forth herein Pasha are in material compliance with and the consummation of the transactions contemplated hereby shall not violate are in good standing under all applicable laws, rules, regulations and regulatory orders and prohibitions and there have been no violations thereof nor any basis for a claim or conflict with the corporate charter determination thereof, and there are no current, pending or bylaws of ▇▇▇▇▇ or violatethreatened order, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture prohibition or other instrument by which ▇▇▇▇▇ is bound directive relating to any such matters nor to Pasha’s knowledge any basis for such order, prohibition or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or orderother directive. (f) Any funds received by ▇▇▇▇▇ to purchase Certificates will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇. (g) There is not now pending nor, to ▇▇▇▇▇' knowledge, threatened against ▇▇▇▇▇ any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning ▇▇▇▇▇' activities as a broker-dealer.

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ represents represents, warrants and ---------------------------------------- warrants covenants to Bralorne as follows, and acknowledge that Bralorne is relying on these representations, warranties and covenants in entering into this Agreement and in completing the Company thattransactions contemplated hereby: (a) ▇▇▇▇▇ is registered as a broker-dealer with and any Subsidiary are duly incorporated and validly existing under the Commission laws of their respective jurisdictions of organization and a member of the NASD, and is are in good standing with respect to the Commission and the NASDfiling requirements of such jurisdictions. (b) ▇▇▇▇▇ is validly existing as a corporation reporting issuer in good standing under British Columbia, Alberta, and in the laws United States of its jurisdiction of incorporationAmerica, with full corporate power and authority to provide the services to be furnished to ▇▇▇▇▇ Common Shares are listed for trading on the Company hereunderExchange and the NYSE – MKT, and ▇▇▇▇▇ is not suspended from trading or cease-traded. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of ▇▇▇▇▇▇ is not in default of its listing agreement with the Exchange, and this Agreement is a legal valid and binding obligation the NYSE – MKT, or the policies of ▇▇▇▇▇, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating those exchanges applicable to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy)listed issuers. (d) ▇▇▇▇▇ and each any Subsidiary have all necessary corporate power, authority and capacity to own their respective assets and properties and to carry on their respective businesses as now being carried on by them. (e) ▇▇▇▇▇ has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of its employees, agents and representatives who shall perform any of the services required hereunder to be performed this Agreement by ▇▇▇▇▇ shall be and the consummation by ▇▇▇▇▇ of the transactions contemplated by this Agreement have been duly authorized by its board of directors and shall no other corporate proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby. (f) This Agreement has been duly executed and delivered by ▇▇▇▇▇ and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights, including equitable remedies, generally. (g) All of the information delivered by ▇▇▇▇▇ to Bralorne for the purposes of its securities filings (including all information concerning ▇▇▇▇▇ contained in the Circular) will, taken as a whole, constitute full, true and plain disclosure of all Material Facts in respect of ▇▇▇▇▇ and any Subsidiary, and Avino’s securities, and do not contain a Misrepresentation. (h) The forms, reports, news releases, financial statements and other documents filed by ▇▇▇▇▇ on SEDAR, taken as a whole, do not contain a Misrepresentation. (i) ▇▇▇▇▇ has filed on SEDAR a current NI 43-101 Report for the Material ▇▇▇▇▇ Projects (i.e., the ▇▇▇▇▇ mine property, Mexico) in compliance with the requirements of NI 43-101. (j) The authorized share capital of ▇▇▇▇▇ consists of an unlimited number of common shares of which 32,575,154 common shares have all licensesbeen validly issued and are outstanding as fully paid and non-assessable as the date hereof. (k) There are no issued or outstanding options, approvals and permits necessarywarrants, conversion privileges or other rights, agreements, arrangements or commitments obligating ▇▇▇▇▇ to perform such servicesissue or sell any shares in the capital of ▇▇▇▇▇, or other securities or obligations of any kind convertible into or exchangeable for any shares in the capital of ▇▇▇▇▇, nor are there outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments, except for warrants to purchase up to 1,033,059 ▇▇▇▇▇ Common Shares, incentive stock options to purchase up to 2,486,857 ▇▇▇▇▇ Common Shares, and ▇▇▇▇▇ is a registered selling agent in Common Shares which may be issued under the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the CertificatesATM Offering. (el) ▇▇▇▇▇ holds an effective 99.66% equity interest in Compañia Minera Mexicana ▇▇ ▇▇▇▇▇, ▇.▇. de C.V., a 79.9% equity interest in Promotora ▇▇▇▇▇, ▇.▇. de C.V., and a 100% equity interest in Oniva Silver and Gold Mines, S.A., and except for the other minority equity investments disclosed in the ▇▇▇▇▇ Financial Statements which are not Material, ▇▇▇▇▇ has no investments or interests in any other Person. (m) ▇▇▇▇▇ and any Subsidiary own, possess or have obtained and are in compliance with, all licences, registrations, permits, certificates, costs, orders, grants and other authorizations of or from any Governmental Entity necessary to conduct its business as now conducted or as proposed to be conducted, the failure to own, possess, obtain or be in compliance with which would not individually or in the aggregate have a Material Adverse Effect on ▇▇▇▇▇ or any Subsidiary. (n) The execution and delivery of this Agreement by ▇▇▇▇▇, the fulfillment of the terms set forth herein and the consummation by ▇▇▇▇▇ of the transactions contemplated hereby shall and the fulfillment of and compliance with the terms and provisions hereof by ▇▇▇▇▇ do not and will not: (i) violate any provision of Law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to ▇▇▇▇▇, (ii) breach, violate or conflict with any of the corporate charter terms, conditions or bylaws provisions of the Articles or Notice of Articles of ▇▇▇▇▇, or (iii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, commitment or instrument to which ▇▇▇▇▇ or any Subsidiary is a party or by which it is bound or to which its property is subject, or result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by ▇▇▇▇▇ or any Subsidiary, or result in the creation of any lien, charge, security interest or encumbrance upon any of the assets or property of ▇▇▇▇▇ or violate, conflict with or constitute a breach ofany other Subsidiary, or default give to others any interest or rights, including rights of purchase, termination, cancellation or acceleration, under any such agreement or instrument. (o) Avino’s audited financial statements for the year ended December 31, 2013 including the notes thereto (together, the “▇▇▇▇▇ Financial Statements”), present fairly the financial position of ▇▇▇▇▇, the results of its operations and the changes in its financial position as at the dates and for the periods indicated in such statements and have been prepared in accordance with International Financial Reporting Standards consistently applied. (p) Since December 31, 2013 and except as has been publicly disclosed prior to the date hereof: (i) there has been no Material Adverse Change in the business, operations, assets or an event whichcondition, financial or otherwise, of ▇▇▇▇▇ from that shown in the ▇▇▇▇▇ Financial Statements or reserved for as provided therein; (ii) ▇▇▇▇▇ has no liability or obligation (including, without limitation, tax liabilities) whether accrued, absolute, contingent or otherwise, not reflected in the ▇▇▇▇▇ Financial Statements, except for liabilities and obligations incurred in the ordinary course of business since December 31, 2013 up to and including the date hereof, which liabilities and obligations do not individually or in the aggregate have a Material Adverse Effect; and (iii) ▇▇▇▇▇ has conducted its business only in the ordinary and regular course of business consistent with notice past practice. (q) ▇▇▇▇▇ has not declared or lapse paid any dividend or made any other distribution of timeits properties or assets to shareholders and has not disposed of any of its properties and assets or incurred any Material indebtedness, except in the ordinary course of business, or bothdefaulted in any Material respect in the payment or performance of any of its obligations or liabilities or entered into any Material transaction or agreement other than those contemplated herein. (r) There are no actions, suits, proceedings, investigations, or outstanding claims or demands (whether or not purportedly on behalf of ▇▇▇▇▇ or any Subsidiary) instituted, pending or threatened against or affecting ▇▇▇▇▇ or any Subsidiary at law or in equity by any Person before or by any Governmental Entity, nor is there any judgment, order, decree or award of any court or Governmental Entity, obtained, pending, or to the knowledge of ▇▇▇▇▇, anticipated against or affecting Avino or any Subsidiary, which would constitute prevent or Materially hinder the consummation of the Arrangement or the other transactions contemplated by this Agreement or which would involve the reasonable possibility of any Material judgment or liability not fully covered by insurance in excess of a defaultreasonable deductible amount, or which in the aggregate would have a Material Adverse Effect on the business, operations, properties, assets or condition, financial or otherwise, of ▇▇▇▇▇ or any Subsidiary. (s) underAll Returns required to be filed by or on behalf of ▇▇▇▇▇ have been duly filed on a timely basis and such Returns are true, any material agreementcomplete and correct in all Material respects. All Taxes shown to be payable on the Returns (if any) or on subsequent assessments with respect thereto have been paid in full on a timely basis, indenture and no other Taxes are payable by ▇▇▇▇▇ with respect to items or other instrument periods covered by which such Returns. (t) No deficiencies exist or have been asserted with respect to Taxes of ▇▇▇▇▇, ▇▇▇▇▇ is bound not a party to any action or under any governmental license proceeding for assessment or permit collection of Taxes, nor has such event been asserted or any law, administrative regulation, authorization, approval or order or court decree, injunction or order. (f) Any funds received by ▇▇▇▇▇ to purchase Certificates will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇. (g) There is not now pending nor, to ▇▇▇▇▇' knowledge, threatened against ▇▇▇▇▇ any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning of its assets. (u) Neither ▇▇▇▇▇' activities , nor any Subsidiary, is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment agreement with, any officer or employee of ▇▇▇▇▇ or any Subsidiary, which is outside the ordinary course of business. (v) Neither ▇▇▇▇▇, nor any Subsidiary, is subject to any claim for wrongful dismissal, constructive dismissal or any tort claim, actual or threatened, or any litigation, actual or threatened, relating to employment or termination of employment of employees or independent or dependent contractors or agents. (w) ▇▇▇▇▇ and any Subsidiary have operated in accordance with all applicable Laws in all Material respects with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, pending or threatened proceedings before any court, board or tribunal with respect to any of the areas listed herein. (x) Each contract or agreement between ▇▇▇▇▇ or any Subsidiary and any other Person which is Material to the ownership, use or operation of the business, properties or assets of ▇▇▇▇▇ or any Subsidiary on a consolidated basis, is in full force and effect and is valid, binding and enforceable against it in accordance with its terms subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights, including equitable remedies, generally; and no Material breach or default exists in respect thereof on the part of any party thereto and no event has occurred which, with the giving of notice or the lapse of time or both, would constitute such a Material breach or default. (y) ▇▇▇▇▇ and any Subsidiary have complied and are in compliance in all Material respects with all applicable Laws. (z) The corporate records and minute books of ▇▇▇▇▇ and any Subsidiary have been maintained in accordance with applicable Laws and are complete and accurate in all Material respects. (aa) Other than as a broker-dealerhas been publicly disclosed, ▇▇▇▇▇ is not party to or bound by any contract or commitment to pay any royalty, fee or land payment with respect to any of its properties or any portion thereof or interest therein. (bb) Avino’s Projects are properly and accurately described in the Schedule B hereto, and, except as set forth in Schedule B: (i) have been duly and properly staked and recorded in accordance with Laws in effect in the jurisdiction in which the properties are located; (ii) are in good standing under the Laws of the jurisdiction in which the properties are located; and (iii) are owned by ▇▇▇▇▇ and its Subsidiaries free and clear of any and all Encumbrances, excluding Permitted Encumbrances. (cc) The conditions on and relating to Avino’s properties respecting all past and current operations thereon are, to the best knowledge of ▇▇▇▇▇, in compliance with all applicable federal, state, and municipal laws including all Environmental Laws, and neither ▇▇▇▇▇ nor any Subsidiary has received from any Governmental Entity any notice of, or communication relating to, any actual or alleged Environmental Claims, and there are no outstanding work orders or actions required to be taken relating to environmental matters respecting such properties or any operators carried out thereon. (dd) ▇▇▇▇▇ is not registered, and is not required to be registered, as an investment company under the United States Investment Company Act of 1940, as amended.

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ hereby represents and ---------------------------------------- warrants to the Company thatTaseko as follows: (a) ▇▇▇▇▇ is registered as a broker-dealer with it has the Commission necessary corporate power and a member of capacity to enter into and perform its obligations hereunder and all necessary consents, licences and permits required to be obtained by Curis in order to carry out the NASD, and is in good standing with the Commission and the NASD.transactions contemplated hereby have been obtained; (b) ▇▇▇▇▇ is validly existing as the execution, delivery and performance by Curis of this Agreement and the obligations of Curis hereunder have been duly authorized by all necessary corporate action and this Agreement has been duly executed and delivered by Curis and constitutes a corporation legal, valid and binding obligation of Curis enforceable against Curis in good standing under the accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable laws relating to or affecting creditors’ rights generally and to general principles of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.equity; (c) The the Common Shares issued upon conversion of all or any portion of the outstanding Principal Amount and any accrued and unpaid interest thereon into Common Shares in accordance with this Agreement shall be issued as outstanding Common Shares registered in the name of Taseko (or as Taseko may direct in writing) on the Conversion Date and shall be issued as fully paid and non-assessable shares free and clear of any liens or encumbrances; (d) neither the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of ▇▇▇▇▇, and this Agreement is a legal valid and binding obligation of ▇▇▇▇▇, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy). (d) ▇▇▇▇▇ and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by ▇▇▇▇▇ shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and ▇▇▇▇▇ is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates. (e) The execution and delivery of this Agreement by ▇▇▇▇▇, the fulfillment of the terms set forth herein and nor the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of ▇▇▇▇▇ or violatecontravene, conflict with or constitute result in a breach ofviolation of the notice of articles, articles or default (resolutions of Curis or the terms of any agreement or instrument to which Curis or any affiliate of Curis is a party or result in the triggering of any registration rights, rights to acquire Common Shares or consent obligations on Curis or any affiliate of Curis pursuant to any agreement or instrument to which Curis or an event which, with notice or lapse affiliate of time, or both, would constitute Curis is a default) under, any material agreement, indenture or other instrument by which ▇▇▇▇▇ is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.party; and (fe) Any funds received by ▇▇▇▇▇ to purchase Certificates will be handled no order ceasing or suspending trading in accordance with Rule 15c2-4 under securities of Curis nor prohibiting the ▇▇▇▇ ▇▇▇sale of any such securities has been issued and is outstanding against Curis or its directors, officers or promoters. (g) There is not now pending nor, to ▇▇▇▇▇' knowledge, threatened against ▇▇▇▇▇ any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning ▇▇▇▇▇' activities as a broker-dealer.

Representations and Warranties of ▇▇▇▇▇. The undersigned ▇▇▇▇▇ represents and ---------------------------------------- warrants to the Company thatas follows: (a) The undersigned ▇▇▇▇▇ has received information provided to it in writing by the Company, or information from books and records of the Company, as specified below. The undersigned ▇▇▇▇▇ understands that all documents, records and books pertaining to this investment have been made available for inspection by him, his attorney and/or his accountant and/or his “Purchaser Representative” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the books and records of the Company will be available, upon reasonable notice, for inspection by ▇▇▇▇▇ during reasonable business hours at the Company’s principal place of business. The undersigned ▇▇▇▇▇ and/or his advisers have had a reasonable opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning receipt of the shares of the Global Earth Common Stock, and all such questions have been answered to the full satisfaction of the undersigned ▇▇▇▇▇. No oral representations have been made and, to the extent oral information has been furnished to the undersigned ▇▇▇▇▇ or his advisers in connection with the Merger, such information was consistent with all written information furnished (b) Specifically, the undersigned ▇▇▇▇▇ was provided with access to the Company’s filings with the Securities and Exchange Commission, including the following: (i) The Company’s annual report to stockholders for the most recent fiscal year, any definitive proxy statement or information statement filed in connection with that annual report, and, if requested by the undersigned ▇▇▇▇▇ in writing, a copy of the Company’s most recent Form 10-K pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (ii) The information contained in an annual report on Form 10-K pursuant to the Exchange Act. (iii) The information contained in any reports or documents required to be filed by the Company under Sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above. (iv) A brief description of the securities being offered, the terms of the Merger, and any material changes in the Company’s affairs that are not disclosed in the documents furnished. (c) The undersigned ▇▇▇▇▇ (i) has adequate means of providing for his current needs and possible personal contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the economic risks of an investment in the Global Earth Common Stock for an indefinite period, and (iv) at the present time, could afford a complete loss of such investment. (d) The undersigned ▇▇▇▇▇ recognizes that the Global Earth Common Stock as an investment involves special risks, including those disclosed to the undersigned ▇▇▇▇▇ by the Company. (e) The undersigned ▇▇▇▇▇ understands that the shares of the Global Earth Common Stock have not been nor will be registered under the Securities Act or the securities laws of any state, in reliance upon an exemption therefrom for non-public offerings. The undersigned ▇▇▇▇▇ understands that the shares of the Global Earth Common Stock received by him must be held indefinitely unless they are subsequently registered or an exemption from such registration is available. The undersigned ▇▇▇▇▇ further understands that the Company has not agreed and is under no obligation to register the Global Earth Common Stock on his behalf or to assist him in complying with any exemption from registration. (f) The shares of the Global Earth Common Stock are being accepted solely for his own account for investment and not for the account of any other person and not for distribution, assignment, or resale to others and no other person has a direct or indirect beneficial interest in the shares of the Global Earth Common Stock. The undersigned ▇▇▇▇▇ or his advisers have such knowledge and experience in financial, tax, and business matters to enable him to utilize the information made available to him in connection with the Merger to evaluate the merits and risks of the prospective investment and to make an informed investment decision with respect thereto. (g) The undersigned ▇▇▇▇▇ is registered as a broker-dealer with authorized and otherwise duly qualified to purchase and hold the Commission and a member of the NASD, and is in good standing with the Commission and the NASDGlobal Earth Common Stock. (bh) All information which the undersigned ▇▇▇▇▇ has provided to the Company concerning himself, his financial position, and his knowledge of financial and business matters, or, in the case of a corporation, partnership, trust or other entity, the knowledge of financial and business matters of the person making the investment decision on behalf of such entity, is correct and complete as of the date set forth at the end hereof, and if there should be any adverse change in such information prior to his subscription being accepted, he will immediately provide the Company with such information. (i) The undersigned ▇▇▇▇▇ understands and agrees that the following restrictions and limitations are applicable to his purchase and his resales, hypothecations or other transfers of the Global Earth Common Stock pursuant to Regulation D under the Securities Act: (i) The undersigned ▇▇▇▇▇ agrees that the shares of the Global Earth Common Stock shall not be sold, pledged, hypothecated or otherwise transferred unless the shares of the Global Earth Common Stock are registered under the Securities Act, and the securities laws of any state or is exempt therefrom; (ii) A legend in substantially the following form has been or will be placed on any certificate(s) or other document(s) evidencing the shares of the Global Earth Common Stock: THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. (iii) Stop transfer instructions to the transfer agent of the Global Earth Common Stock have been or will be placed with respect to the Global Earth Common Stock so as to restrict the resale, pledge, hypothecation or other transfer thereof, subject to the further items hereof, including the provisions of the legend set forth in subparagraph (ii) above; and (iv) The legend and stop transfer instructions described in subparagraphs (ii) and (iii) above will be placed with respect to any new certificate(s) or other document(s) issued upon presentment by the undersigned ▇▇▇▇▇ of certificate(s) or other document(s) for transfer. (j) The undersigned ▇▇▇▇▇ understands that neither the Securities and Exchange Commission nor the securities commission of any state has made any finding or determination relating to the fairness for public investment in the Global Earth Common Stock and that the Securities and Exchange Commission as well as the securities commission of any state will not recommend or endorse any offering of securities. (k) The undersigned ▇▇▇▇▇ acknowledges and is aware that it never has been represented, guaranteed, or warranted to him by the Company, its directors, officers, agents or employees, or any other person, expressly or by implication, that the limited past performance or experience on the part of the Company, or any future projections will in any way indicate the predictable results of the ownership of the Global Earth Common Stock or of the overall financial performance of the Company. (l) The undersigned ▇▇▇▇▇ acknowledges that ___________________________ (complete if applicable) has acted as the “Purchaser Representative” as defined in Regulation D promulgated under the Securities Act, and (i) that he can bear the economic risk of this investment; (ii) he has relied upon the advice of the Purchaser Representative as to the merits of an investment in the Company and the suitability of such investment for the undersigned ▇▇▇▇▇; and (iii) the Purchaser Representative has confirmed to him, in writing, any past, present or future material relationship, actual or contemplated, between the Purchaser Representative or its affiliates and the Company or its affiliates. (m) The undersigned ▇▇▇▇▇ acknowledges that the Company has made available to him or the Purchaser Representative, if any, or other personal advisers the opportunity to obtain additional information to verify the accuracy of the information furnished to him and to evaluate the merits and risks of this investment. (n) The undersigned ▇▇▇▇▇ confirms that he has consulted with the Purchaser Representative, if any, or other personal advisers and that the Purchaser Representative or other advisers have analyzed the information furnished to him and the documents relating thereto on his behalf and have advised him of the business and financial aspects and consequences of and potential liabilities associated with his investment in the Global Earth Common Stock. The undersigned ▇▇▇▇▇ represents that he has made other risk capital investments or other investments of a speculative nature, and by reason of his business and financial experience and of the business and financial experience of those persons he has retained to advise him with respect to investments of this nature. In reaching the conclusion that he desires to acquire the Global Earth Common Stock, the undersigned ▇▇▇▇▇ has carefully evaluated his financial resources and investments and acknowledges that he is able to bear the economic risks of this investment. (o) The undersigned ▇▇▇▇▇ acknowledges that all information made available to him and/or the Purchaser Representative, if any, and/or personal advisers in connection with his investment in the Global Earth Common Stock, including the information furnished to him, is and shall remain confidential in all respects and may not be reproduced, distributed or used for any other purpose without the prior written consent of the Company. (p) The undersigned ▇▇▇▇▇ is validly existing an “Accredited Investor” as a corporation defined in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder. (cRule 501(a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of ▇▇▇▇▇, and this Agreement is a legal valid and binding obligation of ▇▇▇▇▇, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 7 and 8 hereof may be unenforceable as against public policy)Securities Act. (d) ▇▇▇▇▇ and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by ▇▇▇▇▇ shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and ▇▇▇▇▇ is a registered selling agent in the jurisdictions in which the Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates. (e) The execution and delivery of this Agreement by ▇▇▇▇▇, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of ▇▇▇▇▇ or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which ▇▇▇▇▇ is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order. (f) Any funds received by ▇▇▇▇▇ to purchase Certificates will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇. (g) There is not now pending nor, to ▇▇▇▇▇' knowledge, threatened against ▇▇▇▇▇ any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning ▇▇▇▇▇' activities as a broker-dealer.