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HARDIE & KELLY INC. IN ITS CAPACITY AS COURT APPOINTED RECEIVER OF THE PROPERTY

OF OCTOPUS HOLDINGS LTD. AND NOT IN ITS PERSONAL CAPACITY

(the “Vendor”)

and

EAST WINDS CARIBBEAN LIMITED PARTNERSHIP

by its general partner, EAST WINDS RESORT LTD.

(the “Purchaser”)

ASSET PURCHASE AGREEMENT

________, 2019

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TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION ............................................................................................................................. 1

1.1 Definitions .................................................................................................................................................... 1 1.2 Interpretation ................................................................................................................................................ 6 1.3 Schedules ..................................................................................................................................................... 6 1.4 Interpretation if Closing Does Not Occur .................................................................................................... 6

ARTICLE 2 PURCHASE AND SALE OF PURCHASED ASSETS ...................................................................... 6

2.1 Agreement of Purchase and Sale .................................................................................................................. 6 2.2 Transfer of Purchased Assets ....................................................................................................................... 7

ARTICLE 3 PURCHASE PRICE .............................................................................................................................. 7

3.1 Purchase Price .............................................................................................................................................. 7 3.2 Payment of the Purchase Price ..................................................................................................................... 7 3.3 Allocation of the Purchase Price .................................................................................................................. 7 3.4 Transfer Taxes .............................................................................................................................................. 7 3.6 No Adjustment ............................................................................................................................................. 7 3.7 No Additional Liabilities .............................................................................................................................. 8 3.8 Filings and Assignments .............................................................................................................................. 8

ARTICLE 4 REPRESENTATIONS AND WARRANTIES .................................................................................... 8

4.1 Vendor’s Representations ............................................................................................................................ 8 4.2 Purchaser’s Representations ......................................................................................................................... 8 4.3 Enforcement of Representations and Warranties ......................................................................................... 9 4.4 No Additional Representations and Warranties ........................................................................................... 9

ARTICLE 5 COVENANTS ...................................................................................................................................... 10

5.1 Court Approval .......................................................................................................................................... 10 5.2 Maintenance of Assets Until Closing ......................................................................................................... 10 5.3 Personal Information .................................................................................................................................. 10

ARTICLE 6 CONDITIONS ..................................................................................................................................... 11

6.1 Mutual Conditions ...................................................................................................................................... 11 6.2 Conditions for the Benefit of the Purchaser ............................................................................................... 11 6.3 Conditions for the Benefit of the Vendor ................................................................................................... 11 6.4 Satisfaction of Conditions .......................................................................................................................... 12

ARTICLE 7 CLOSING ............................................................................................................................................. 12

7.1 Closing Date and Place of Closing ............................................................................................................. 12 7.2 Deliveries on Closing by the Vendor ......................................................................................................... 12 7.3 Deliveries on Closing by the Purchaser ..................................................................................................... 13 7.4 Risk and Insurance ..................................................................................................................................... 13

ARTICLE 8 TERMINATION .................................................................................................................................. 13

8.1 Grounds for Termination ............................................................................................................................ 13 8.2 Effect of Termination ................................................................................................................................. 13 8.3 Rights of Purchaser .................................................................................................................................... 13

ARTICLE 9 MISCELLANEOUS ............................................................................................................................ 14

9.1 Public Announcements ............................................................................................................................... 14 9.2 Obligations to Survive................................................................................................................................ 14 9.3 Governing Law .......................................................................................................................................... 14 9.4 Damages ..................................................................................................................................................... 14 9.5 Further Assurances ..................................................................................................................................... 14

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9.6 No Assignment by Purchaser ..................................................................................................................... 14 9.7 Waiver ........................................................................................................................................................ 14 9.8 Amendment ................................................................................................................................................ 15 9.9 Time of the Essence ................................................................................................................................... 15 9.10 Costs and Expenses .................................................................................................................................... 15 9.11 Notices ....................................................................................................................................................... 15 9.12 Enurement .................................................................................................................................................. 16 9.13 Third Party Beneficiaries ........................................................................................................................... 16 9.14 Severability ................................................................................................................................................ 16 9.15 Entire Agreement ....................................................................................................................................... 16 9.16 Counterpart Execution ............................................................................................................................... 16

Schedule 1.1(k) Form of Court Order

Schedule 1.1(kk) Form of Sales Process

Schedule 6.2(a) Form of Officer’s Certificate

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ASSET PURCHASE AGREEMENT dated _______, 2019

BETWEEN:

HARDIE & KELLY INC.

in its capacity court appointed Receiver of

the property of OCTOPUS HOLDINGS LTD. (“Octopus”), and not in its personal capacity

(the “Vendor”)

and

EAST WINDS CARIBBEAN LIMITED PARTNERSHIP

by its general partner, EAST WINDS RESORT LTD.

(the “Purchaser”)

WHEREAS:

A. Hardie & Kelly Inc. was appointed as the Receiver of the property of Octopus pursuant an the Order of

____________ dated June _, 2019 (the “Receivership Order”); and

B. The Vendor, subject to approval by the Court and subject to the Sales Process, has agreed to sell, transfer and

assign to the Purchaser, all of the right, title and interest of the Vendor to the Purchased Assets, and the

Purchaser has agreed to purchase the Purchased Assets from the Vendor, on the terms and conditions set forth

herein;

NOW THEREFORE this Agreement witnesses that in consideration of the mutual covenants and agreements

contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are

acknowledged by each Party to the other, the Parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement:

(a) “Affiliate” means, with respect to any person, any other person or group of persons acting in concert, directly or indirectly, that controls, is controlled by or is under common control with such person.

The term “control” as used in the preceding sentence means the possession, directly or indirectly, of

the power to direct or cause the direction of the management or policies of a person whether through

ownership of more than 50% of the voting securities of such person, through being the general

partner or trustee of the other person, or through contract or otherwise;

(b) “Agreement” means this asset purchase agreement and all Schedules attached hereto;

(c) “Applicable Law” means, in respect of any person, assets, transaction, event or circumstance:

(i) statutes (including regulations enacted thereunder);

(ii) judgments, decrees and orders of courts of competent jurisdiction;

(iii) regulations, orders, ordinances and directives issued by Government Authorities; and

(iv) the terms and conditions of all permits, licenses, approvals and authorizations;

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which are applicable to such person, asset, transaction, event or circumstance;

(d) “BIA” means the Bankruptcy and Insolvency Act (Canada), as amended and supplemented from time to time;

(e) “Books and Records” means all technical, legal, business or financial information of any nature or kind, whether written or electronic, including, without limitation, all contracts, agreements,

documents, books, records, financial statements, corporate records, in possession of the Receiver

relating to Octopus;

(f) “Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Calgary, Alberta are not open for the transaction of domestic business

during normal banking hours;

(g) “Claim” means any right or claim with any person that may be asserted or made in whole or in part whether or not asserted or made, in connection with any indebtedness, liabilities or obligation of any

kind whatsoever, and any interest accrued thereon or cost payable in respect thereof, including

without limitation, by reason of a commission of a tort (intentional or unintentional), or by reason of

any breach of contract or other agreement (oral or written), or by reason of any breach of duty

(including without limitation, any legal, statutory, equitable or fiduciary duty) or by reason of any

right of ownership of or title to property or assets or right to a trust or deemed trust and whether or

not any indebtedness, liability or obligation is reduced to judgement, liquidated, unliquidated, fixed,

matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, present or future,

known or unknown, by guarantee, surety or otherwise, and whether or not any right or claim is

executory or anticipatory in nature including, without limitation, any right or ability of any person to

advance the claim for contribution or indemnity or otherwise with respect to any matter, action,

cause or shows an action whether existing at present or commenced in the future, together with any

other rights or claims of any kind that, if unsecured, would be a debt provable in bankruptcy within

the meaning of the BIA , but does not include any right or claim which might arise as a result of any

foreign laws or authorities which might give rise to a claim against the Purchased Assets;

(h) “Closing” means the completion of the purchase by the Purchaser and sale by the Vendor of the Purchased Assets and the completion of all other transactions contemplated by this Agreement that

are to occur contemporaneously with such sale, all subject to and in accordance with the terms and

conditions of this Agreement;

(i) “Closing Date” means the date that is no later than ______, 2019 or such other date as may be agreed to in writing by the Vendor and the Purchaser;

(j) “Court” means the Court of Queen’s Bench of Alberta;

(k) “Court Approval” means an order from the Court substantially in the form attached as Schedule 1.1(k) to this Agreement, authorizing and approving the Transaction and vesting the Purchased

Assets in favour of the Purchaser or its designated nominee upon Closing, free and clear of all

Encumbrances and Claims by, through or under the Vendor or Octopus or any creditors of Octopus,

so long as that Order has not been appealed, or if the Order has been appealed, the appeal has been

dismissed or otherwise discontinued prior to Closing;

(l) “CRA” means the Canada Revenue Agency;

(m) “EWCLP” means East Winds Caribbean Limited Partnership;

(n) “Effective Time” means the Time of Closing;

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(o) “Encumbrances” means any charge, mortgage, lien, pledge, claim, restriction, hypothec, adverse interest, security interest or other encumbrance, whether created or arising by agreements, statue or

otherwise at law, attaching to property, interest or right and shall be construed in the lightest

possible terms and principles known under the law applicable to such property, interest or right

whether or not they constitute specific or floating charges as most terms are understood under the

laws of the Province of Alberta;

(p) “GAAP” means accounting principles generally accepted in Canada including those recommended or approved by the Canadian Institute of Chartered Accountants at the relevant time including to the

extent applicable, international financial reporting standards;

(q) “Governmental Authority” means any domestic or foreign government, whether federal, provincial, state, territorial or municipal; and any governmental agency, ministry, department,

tribunal, commission, bureau, board or other instrumentality exercising or purporting to exercise

legislative, judicial, regulatory or administrative functions of, or pertaining to, government, having

jurisdiction over a Party, the Purchased Assets or the Transaction;

(r) “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority;

(s) “GST” means taxes, interest, penalties and fines imposed under Part IX of the Excise Tax Act (Canada) and the regulations made thereunder; and “GST Legislation” means such act and

regulations collectively;

(t) “Income Tax Act” means, collectively, the Income Tax Act, R.S.C. 1985, c.1 (5th Supplement), the Income Tax Application Rules, R.S.C. 1985, c.2 (5th Supplement) and the Income Tax Regulations,

in each case as amended to the date hereof;

(u) “Legal Proceeding” means any litigation, action, suit, investigation, hearing, claim, complaint, grievance, arbitration proceeding or other proceeding and includes any appeal or review or retrial of

any of the foregoing and any application for same;

(v) “Losses and Liabilities” means any and all assessments, charges, costs, damages, debts, expenses, fines, liabilities, losses, obligations and penalties, whether accrued or fixed, absolute or contingent,

matured or unmatured or determined or determinable, including those arising under any Applicable

Law, Claim by any Governmental Authority or Governmental Order and those arising under any

contract, agreement, arrangement, commitment or undertaking and costs and expenses of any Legal

Proceeding, assessment, judgment, settlement or compromise relating thereto, and all interest, fines

and penalties and reasonable legal fees and expenses incurred in connection therewith (on a full

indemnity basis);

(w) “Octopus Indebtedness” means the indebtedness owed by Octopus to Bank of Nova Scotia in the total principal amount of $4,818,242.23 as assigned by Scotiabank to EWCLP pursuant to the

Assignment of Debt and Security Agreement between Bank of Nova Scotia and EWCLP dated

November 8, 2018;

(x) “Parties” means, collectively, the Purchaser and the Vendor, and “Party” means any one of them;

(y) “Person” means any individual, corporation, limited or unlimited liability company, joint venture, partnership (limited or general), trust, trustee, executor, Governmental Authority or other entity;

(z) “Post-Filing Amount” means the amounts anticipated to be owing pursuant to the Receivership Charge granted in these receivership proceedings (if any).

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(aa) “Personal Information” means information about an identifiable natural person, but does not include the name, title, business address or telephone number of an employee of Octopus, that is to

be disclosed to the Purchaser at Closing or that was disclosed to the Purchaser to permit the

Purchaser to carry out its due diligence in connection with the Transaction;

(bb) “Prime Rate” means the rate of interest, expressed as a rate per annum, designated by the main branch in Calgary, Alberta of the Bank of Nova Scotia as the reference rate used by it to determine

rates of interest charged by it on Canadian dollar commercial loans made in Canada and which is

announced by such bank, from time to time, as its prime rate, provided that whenever such bank

announces a change in such reference rate then the “Prime Rate” for the purposes of this Agreement

shall correspondingly change effective on the date the change in such reference rate is effective;

(cc) “Priority Claims” means the amount of $____________ , or any amounts further or other amounts, that may rank in priority to the claims of EWCLP, which may include but not be limited to

unremitted source deductions or such other amounts determined to be owing by Octopus to CRA,

even if such amounts are declared to be owing to CRA subsequent to the Closing;

(dd) “Purchased Assets” means the:

(i) 40 Limited Partnership units (the “Tendered LP Units”) in the East Winds Caribbean Limited Partnership (“EWCLP”); and

(ii) Any further assets, as identified by the Purchaser, in the possession of and agreed to be sold by the Receiver, which may be reasonably required to facilitate the transfer of the Tendered

LP Units;

(ee) “Purchase Price” has the meaning ascribed to that term in Section 3.1;

(ff) “Purchaser” means EWCLP or its designated nominee;

(gg) “Purchaser’s Solicitors” means the law firm of DLA Piper (Canada) LLP or such other firm or firms of solicitors as are appointed by the Purchaser from time to time and notice of which is

provided to the Vendor;

(hh) “Receivership Order” has the meaning ascribed to that term in the recitals;

(ii) “Receivership Charge” means the fees and disbursements of the Receiver;

(jj) “Representative” means, in respect of a person, each director, officer, employee, agent, legal counsel, accountant, professional advisor and other representative of such person and its Affiliates,

and with respect to the Vendor, includes the Trustee and their respective Affiliates, directors,

officers, employees, agents, legal counsel, accountants, professional advisors and other

representatives;

(kk) “Sales Process” means the Sales Process as approved by the Court pursuant to the Court Order, in a form substantially as set out in Schedule 1.1(kk) attached hereto;

(ll) “Superior Agreement” means a Selected Superior Offer, as defined in the Sales Process, and approved in the Court Order, duly executed and provided to the Purchaser in accordance with

Section 9.11, between the Vendor and a Third Party whereby the Vendor has agreed to sell the

Purchased Assets for aggregate consideration in excess of the sum of the Purchase Price, and the

Post-Filing Amount provided, however, that any such agreement shall include an agreement by such

Third Party to pay the Post-Filing Amount to the Purchaser immediately upon execution of such

agreement;

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(mm) “Third Party” means any person who is not a Party, Affiliate or Representative;

(nn) “Time of Closing” means 2:00 p.m. (Calgary time) on the Closing Date or such other date and time as the Parties may agree in writing that the Closing shall take place;

(oo) “Transaction” means the transaction for the purchase and sale of the Purchased Assets and related assignments, assumptions, and other arrangements contemplated by this Agreement;

(pp) “Transfer Taxes” means all GST or sales taxes applicable to the sale of the Purchased Assets and payable by the Vendor, if any, including any taxes or levies issued by foreign tax or governmental

authorities in relation to the sale of the Purchased Assets;

(qq) “Receiver” means Hardie & Kelly Inc., in its capacity as Court appointed Receiver of the property of Octopus, not in its personal capacity;

(rr) “Vendor” means the Receiver;

(ss) “Vendor’s Interest” means, when used in relation to any asset, undertaking or property of the Vendor, all the right, title and interest, if any, of the Vendor in such asset, undertaking or property;

and

(tt) “Vendor’s Solicitors” means the law firm of Parlee McLaws LLP (or any successor thereto) or such other firm or firms of solicitors as are appointed by the Vendor from time to time and notice of

which is provided to the Purchaser.

1.2 Interpretation

The following rules of construction shall apply to this Agreement unless the context otherwise requires:

(a) All references to monetary amounts, unless indicated to the contrary, are to the lawful currency of Canada.

(b) Words importing the singular include the plural and vice versa, and words importing gender include the masculine, feminine and neuter genders.

(c) The word “include” and derivatives thereof shall be read as if followed by the phrase “without limitation”.

(d) The words “hereto”, “herein”, “hereof”, “hereby”, “hereunder” and similar expressions refer to this Agreement and not to any particular provision of this Agreement.

(e) The headings contained in this Agreement are for convenience of reference only, and shall not affect the meaning or interpretation hereof.

(f) Reference to any Article, Section or Schedule means an Article, Section or Schedule of this Agreement unless otherwise specified.

(g) If any provision of a Schedule hereto conflicts with or is at variance with any provision in the body of this Agreement, the provisions in the body of this Agreement shall prevail to the extent of the

conflict.

(h) All documents executed and delivered pursuant to the provisions of this Agreement are subordinate to the provisions hereof and the provisions hereof shall govern and prevail in the event of a conflict.

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(i) This Agreement has been negotiated by each Party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party does not apply to the construction or interpretation of this Agreement.

1.3 Schedules

The following are the Schedules attached to and incorporated in this Agreement by reference and deemed to be a part hereof:

Schedule 1.1(k) Form of Court Order Schedule 1.1(kk) Form of Sales Process Schedule 6.2(a) Form of Officer’s Certificate

1.4 Interpretation if Closing Does Not Occur

If Closing does not occur, each provision of this Agreement which presumes that the Purchaser has acquired the Purchased Assets shall be construed as having been contingent upon Closing having occurred.

ARTICLE 2 PURCHASE AND SALE OF PURCHASED ASSETS

2.1 Agreement of Purchase and Sale

Subject to the terms and conditions of this Agreement, on the Closing Date the Vendor hereby agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor all of the Vendor’s Interest in the Purchased Assets in consideration of payment of the Purchase Price.

2.2 Transfer of Purchased Assets Free and Clear

Provided that Closing occurs and subject to the terms and conditions of this Agreement, possession, risk and beneficial ownership of the Purchased Assets shall transfer from the Vendor to the Purchaser or its nominee on the Closing Date, free and clear of all Claims and Encumbrances by, through or under the Vendor or Octopus or any creditors of Octopus.

ARTICLE 3 PURCHASE PRICE

3.1 Purchase Price

The purchase price to be paid by the Purchaser to the Vendor for the Purchased Assets shall be an amount of $2,600,000.00 (the “Purchase Price”).

3.2 Payment of the Purchase Price

The Purchase Price shall be paid by the Purchaser by way of:

(a) a credit bid by the Purchaser, whereby the Purchase Price shall be set off and applied as partial satisfaction in respect of the Octopus Indebtedness;

(b) cash consideration sufficient to pay the Post Filing Amount and Priority Claims.

The Purchase Price shall be paid by a Third Party having submitted a Selected Superior Offer by way of:

(c) a non-refundable deposit in the form of a wire transfer (to a bank account specified by the Receiver) or such other form acceptable to the Receiver, payable to the order of the Receiver, in trust, in an

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amount equal ten (10) percent of the Third Party’s total Purchase Price, which shall be paid upon execution of this Agreement and applied to the Purchase Price upon Closing of the Transaction; and

(d) cash consideration for the balance of the Purchase Price sufficient to pay the Post Filing Amount and Priority Claims.

3.3 Indemnification of Receiver for Additional Post-Closing Priority Claims and Post-Filing Amounts

In the event that further or additional amounts of Priority Claims are determined to be owing by Octopus subsequent to the Closing of the Transaction, then the Purchaser shall indemnify and hold harmless the Receiver in respect of any liability for such Priority Claims, and shall pay to the Receiver additional cash consideration in respect of the Purchase Price sufficient to pay such additional amounts of Priority Claims together with additional Post-Filing Amount. In such instance, a post-Closing adjustment shall be made to reduce the portion of the Purchase Price paid by the Purchaser’s credit bid in in an amount equal to the additional cash consideration provided by the Purchaser.

3.4 Deposit towards Payment of the Purchase Price to be Provided by a Third Party

In the event that a Third Party fails to complete the Closing of the Transaction in accordance with the terms of this Agreement, then the deposit provided by the Third Party shall be irrevocably forfeited to the Vendor.

3.5 Allocation of the Purchase Price

The Purchase Price shall be allocated among the Purchased Assets as follows:

(a) $2,599,999.00 for the Tendered LP Units; and

(b) $1 for any further assets, as identified by the Purchaser, in the possession of and agreed to be sold by the Receiver, which may be reasonably required to facilitate the transfer of the Tendered LP Units.

3.6 Transfer Taxes

The Purchaser has advised the Vendor that it is their understanding that no Transfer Taxes are payable in respect of the Transaction and, therefore, at Closing, no amount will be paid by the Purchaser to the Vendor, and no amount will be collected by the Vendor from the Purchaser, on account of Transfer Taxes in respect of the Transaction. However, if it is determined that the Transfer Taxes are payable in respect of the Transaction, then, the Purchaser shall pay such Transfer Taxes promptly after receiving notice or otherwise becoming aware that such Transfer Taxes are payable in respect of the Transaction and the Purchaser shall indemnify, defend and save harmless, the Vendor in respect of all such Transfer Taxes in respect of the Transaction and any interest or penalties levied or imposed in connection therewith. 3.7 No Adjustment

There shall be no adjustments of any kind in respect of the Purchased Assets. 3.8 No Additional Liabilities

The Purchaser does not agree to accept or assume, and shall not by this Agreement be deemed to have accepted or assumed, any obligation or responsibility for the payment of any debt, obligation, liability, Claim or demand, absolute or contingent, of whatsoever nature of or against the Vendor or Octopus, except for payment of the Purchase Price and the obligations of the Purchaser under this Agreement. 3.9 Filings and Assignments

The Purchaser, as promptly as practicable either before or after the execution of this Agreement, will make, or cause to

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be made, all such filings and submissions under Applicable Law, applicable to it as may be required for it to complete

the Transaction contemplated in this Agreement and both Parties will use its reasonable commercial efforts to take,

cause to be taken, or other actions necessary in order for it to fulfil its obligations under this Agreement. Each of the

Parties will co-ordinate and co-operate with another in exchanging such information and supplying such assistance as

may be reasonably requested by any of them in connection with the foregoing, including providing all notices and

information supplied to or filed by any Governmental Authority and all notices and correspondence received from any

Governmental Authority.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Vendor’s Representations

The Vendor hereby represents and warrants to the Purchaser that, upon the receipt of Court Approval:

(a) it has the requisite power and authority to enter into this Agreement and to complete the Transaction as herein contemplated; and

(b) this Agreement has been duly executed and delivered by the Vendor and constitutes a legal, valid and binding obligation of the Vendor and is enforceable against the Vendor in accordance with its

terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization

or similar Applicable Laws relating to creditors’ rights generally and subject to general principles of

equity.

4.2 Purchaser’s Representations

The Purchaser hereby represents and warrants to and in favour of the Vendor that:

(a) the Purchaser is a corporation duly incorporated and validly subsisting under the laws of the jurisdiction of its incorporation and has the requisite power, capacity and authority to enter into this

Agreement and to complete the Transaction as herein contemplated;

(b) the Purchaser has taken all necessary corporate action to authorize the entering into and performance by it of this Agreement; and

(c) this Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser and is enforceable against the Purchaser in accordance with

its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,

reorganization or similar Applicable Laws relating to creditors’ rights generally and subject to

general principles of equity.

4.3 Enforcement of Representations and Warranties

(a) Except where a time is specified therein, the representations and warranties of each Party contained in this Agreement shall be true at the Effective Time and at the Time of Closing, and such

representations and warranties shall continue in full force and effect and shall survive the Time of

Closing for the benefit of the Party for which such representations and warranties were made. In the

absence of fraud, however, no claim or action shall be commenced with respect to a breach of any

such representation or warranty under this Agreement in respect thereof, unless, within twenty-four

(24) months of the Time of Closing, written notice specifying such breach in reasonable detail has

been provided to the Party which made such representation or warranty and each Party waives any

rights it may have at law or otherwise to commence a claim or action for breach of representation or

warranty under this Agreement in respect thereof after that period.

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(b) The representations and warranties of the Vendor made herein or pursuant hereto are made for the exclusive benefit of the Purchaser, and the representations and warranties of the Purchaser made

herein or pursuant hereto are made for the exclusive benefit of the Vendor, as the case may be, and

are not transferable and may not be made the subject of any right of subrogation in favour of any

other person.

(c) The Parties expressly acknowledge and agree that the provisions of this Section 4.3 and the limit on each Party’s liability set out in this Section 4.3 are intended by the Parties as a limitation of liability

that represents a fair and equitable allocation of the risks and liabilities that each Party has agreed to

assume in connection with the subject matter hereof and is not an agreement within the provision of

subsection 7(2) of the Limitations Act (Alberta).

4.4 No Additional Representations and Warranties

(a) Neither the Vendor nor any of its Representatives makes any representations or warranties except as expressly set forth in Section 4.1, and in particular, and without limiting the generality of the

foregoing, the Vendor disclaims and neither the Vendor nor any of its Representatives shall be liable

for any representation or warranty which may have been made or alleged to be made in any

instrument or document related hereto, or in any statement or information made or communicated to

the Purchaser in any manner including any opinion, information, or advice which may have been

provided to the Purchaser by the Vendor or any of its Representatives in connection with the

Purchased Assets or in relation to the Transaction. For greater certainty, except as expressly set

forth in Section 4.1, neither the Vendor nor any of its Representatives makes any condition,

representation or warranty, express or implied, with respect to the value of the Purchased Assets or

the future cash flow therefrom.

(b) The Purchaser acknowledges and confirms that it has had an opportunity to conduct any and all due diligence regarding the Purchased Assets and that it is relying on its own investigations concerning

the Purchased Assets and it has not relied on advice from the Vendor or any of its Representatives

with respect thereto, including with respect to the matters specifically enumerated in the

immediately preceding paragraphs in connection with the purchase of the Purchased Assets

pursuant hereto. The Purchaser further acknowledges and agrees that it is acquiring the Purchased

Assets on an “as is, where is” basis. The Purchaser acknowledges and agrees that it is familiar with

the condition of the Purchased Assets, and that the Vendor has provided the Purchaser with a

reasonable opportunity to inspect the Purchased Assets at the sole cost, risk and expense of the

Purchaser and that the Purchaser is not relying upon any representation or warranty of the Vendor as

to the condition of the Purchased Assets.

ARTICLE 5

COVENANTS

5.1 Court Approval

The Vendor shall prepare all materials, such materials to be in all respects of form and substance, satisfactory to the

Purchaser, acting reasonably and shall promptly apply to the Court for, and use its commercially reasonable efforts to

obtain the Court Approval as soon as reasonably practicable following the date hereof. The Purchaser, at its own

expense, shall promptly provide to the Vendor all such information and assistance within the Purchaser’s power as the

Vendor may reasonably request to obtain the Court Approval. The application for the Court Approval may be

adjourned or rescheduled by the Vendor or its Representatives upon notice to the Purchaser.

5.2 Maintenance of Assets Until Closing

The Vendor shall on a best efforts basis, maintain and preserve the Purchased Assets substantially in their current state,

value and condition, but the Vendor shall not be liable to the Purchaser for any damage done to or diminution of value

of the Purchased Assets prior to Closing .

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ARTICLE 6

CONDITIONS

6.1 Mutual Conditions

The respective obligations of the Parties to complete the Transaction are subject to the following conditions being

fulfilled or performed as at or prior to the Time of Closing:

(a) the Court has granted the Court Approval, and the appeal period with respect to the Court Approval has expired without an appeal being filed, or if an appeal has been filed, the appeal has been

dismissed or otherwise discontinued;

(b) no injunction or other order has been issued to enjoin, restrict or prohibit the Transaction;

(c) no Third Party shall have submitted a Superior Offer to the Vendor (together with the non-refundable deposit payable to the Purchaser required thereby) which has closed in accordance

with the Sales Process; or if a Superior Offer has been submitted, it has not been closed; and

(d) the Closing is not otherwise prohibited by Applicable Law.

The foregoing conditions are for the mutual benefit of the Vendor and the Purchaser and may be asserted by the

Vendor or the Purchaser regardless of the circumstances and may be waived only with the agreement of both the

Vendor and the Purchaser.

6.2 Conditions for the Benefit of the Purchaser

The obligation of the Purchaser to complete the Transaction is subject to the following conditions being fulfilled or

performed as at or prior to the Time of Closing:

(a) all representations and warranties of the Vendor contained in this Agreement shall be true and correct in all material respects as at the Time of Closing with the same force and effect as if made at

and as of such time and the Vendor shall have delivered to the Purchaser a certificate to that effect

substantially similar in the form as Schedule 6.2(a);

(b) the Vendor has complied with and performed, in all material respects, all of its covenants and obligations contained in this Agreement; and

(c) the Court Approval shall have been granted in all respects of form and substance satisfactory to the Purchaser, acting reasonably.

The foregoing conditions are for the exclusive benefit of the Purchaser and may be waived by it in its sole discretion,

in whole or in part, at any time and from time to time without prejudice to any other rights which the Purchaser may

have. If any of the said conditions have not been complied with or waived by the Purchaser at or before the Time of

Closing, the Purchaser may terminate this Agreement by written notice to the Vendor.

6.3 Conditions for the Benefit of the Vendor

The obligation of the Vendor to complete the Transaction is subject to the following conditions being fulfilled or

performed as at or prior to the Time of Closing:

(a) all representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as at the Time of Closing with the same force and effect as if made at

and as of such time and the Purchaser shall have delivered to the Vendor a certificate to that effect

substantially similar in form to the attached hereto as Schedule 6.2(a); and

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(b) the Purchaser has complied with and performed in all material respects all of its covenants and obligations contained in this Agreement.

The foregoing conditions are for the exclusive benefit of the Vendor and may be waived by it in its sole discretion, in

whole or in part, at any time and from time to time without prejudice to any other rights which the Vendor may have.

If any of the said conditions have not been complied with or waived by the Vendor at or before the Time of Closing,

the Vendor may terminate this Agreement by written notice to the Purchaser.

6.4 Satisfaction of Conditions

Each of the Parties shall proceed diligently and in good faith and use all commercially reasonable efforts to fulfill and

assist in the fulfillment of the conditions set forth in Sections 6.1, 6.2 and 6.3. In addition, each of the Parties agrees not

take any action that could reasonably be expected to preclude, delay or have an adverse effect on the Transaction or

would render, or may reasonably be expected to render, any representation or warranty made by it in this Agreement

untrue in any material respect.

ARTICLE 7

CLOSING

7.1 Closing Date and Place of Closing

Subject to the conditions set out in this Agreement, the Transaction shall close and be completed on the Closing Date.

The completion of the Transaction shall take place at the Time of Closing at the offices of the Vendor’s Solicitors, or

at such other time or such other location as the Parties may agree in writing.

7.2 Deliveries on Closing by the Vendor

The Vendor shall deliver to the Purchaser at the Time of Closing:

(a) a Court certified copy of the Court Approval;

(b) the certificate of the Vendor referred to in Section 6.2(a);

(c) such documents in a form prepared by the Purchaser, executed for the purposes of effecting the transfer of the Tendered LP Units to the Purchaser;

(d) a bill of sale in respect of the Tendered LP Units;

(e) an acknowledgment of payment of the Purchase Price by way of set off and partial satisfaction of the Octopus Indebtedness in accordance with Section 3.2 and receipt of the cash consideration in the

amount of the Post Filing Amount and Priority Claims; and

(f) such other documents as are required by this Agreement and as may be reasonably requested by the Purchaser.

7.3 Deliveries on Closing by the Purchaser

The Purchaser shall deliver to the Vendor at the Time of Closing:

(a) payment by certified cheque, bank draft or electronic wire transfer of cash consideration sufficient to pay the Post Filing Amount and Priority Claims in accordance with Section 3.2;

(b) a certificate acknowledging and declaring the amount of the credit bid by the Purchaser, and that such amount shall be set off and applied as partial satisfaction in reduction of the Octopus

Indebtedness;

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(c) the certificate of the Purchaser referred to in Section 6.3(a); and

(d) such other documents as are required by this Agreement.

ARTICLE 8

TERMINATION

8.1 Grounds for Termination

This Agreement may be terminated at any time prior to Closing:

(a) by either the Vendor or the Purchaser upon the mutual written consent of the Vendor and the Purchaser; or

(b) by the Vendor, upon approval by the Court of a Superior Selected Offer as defined in the Sales Process;

(c) by either the Vendor or the Purchaser (as applicable) if the conditions for the benefit of the Vendor or Purchaser (as applicable) pursuant to the provisions of Article 6 are not satisfied or waived by or

on the Closing Date;

(d) by the Vendor, in the event that a Third Party having a Superior Selected Offer fails to conclude the Closing of the Transaction in accordance with this Agreement; or

(e) if there has been substantial damage to or alteration of any of the Purchased Assets between the date of this Agreement and the Closing Date which, in the Purchaser’s opinion, acting reasonably, would

materially and adversely affect the value of the assets, properties or undertakings thereof.

8.2 Effect of Termination

Notwithstanding any termination of this Agreement by the Vendor or the Purchaser as permitted under Section 8.1, the

provisions of Sections 9.1, 9.3, 9.4, 9.10 and 9.13 shall remain in full force and effect following any such permitted

termination.

ARTICLE 9

MISCELLANEOUS

9.1 Public Announcements

If a Party intends to issue a press release or other public disclosure of this Agreement, the terms hereof or the

Transaction, the disclosing Party shall provide the other Party with an advance copy of any such press release or public

disclosure with sufficient time to enable the other Party to review such press release or other public disclosure and

provide any comments. The disclosing Party shall not issue such press release or other public disclosure without the

prior written consent of the other Party, such consent not to be unreasonably withheld. Notwithstanding the foregoing,

the Receiver shall be at liberty to publicly post on its website documents relating to the receivership of Octopus,

including, but not limited to Applications to the Court for Approval of this Asset Purchase Agreement, including

reports of the Receiver and Orders filed with the Court.

9.2 Obligations to Survive

With the exception of the representations and warranties of the Parties contained in Section 4.1 and 4.2 (which shall

not survive the Closing of the purchase and sale of the Purchased Assets pursuant to this Agreement and shall expire

and be terminated and extinguished upon Closing), notwithstanding the Closing contemplated hereunder or the

delivery of documents pursuant to this Agreement, the obligations, covenants, representations and warranties of the

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Parties set out in this Agreement shall survive Closing, shall remain in full force and effect, shall not merge as a result

of Closing and shall be binding on the Parties thereafter.

9.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, and the

federal laws of Canada applicable therein (excluding any conflict of law rule or principle of such laws that might refer

such interpretation or enforcement to the laws of another jurisdiction). Each Party irrevocably submits to the exclusive

jurisdiction of the Court with respect to any matter arising hereunder or relating hereto.

9.4 Damages

Under no circumstance shall any of the Parties, their Representatives or their respective directors, officers, employees

or agents be liable for any punitive, exemplary, consequential or indirect damages (including for greater certainty, any

loss of profits) that may be alleged to result, in connection with, arising out of, or relating to this Agreement, the

Transaction or, subject only to Section 3.2(e) hereof, the failure to Close the Transaction.

9.5 Further Assurances

Each of the Parties hereto from and after the date hereof shall, from time to time, and at the request and expense of the

Party requesting the same, do all such further acts and things and execute and deliver such further instruments,

documents, matters, papers and assurances as may be reasonably requested to complete the Transaction and for more

effectually carrying out the true intent and meaning of this Agreement.

9.6 No Assignment by Purchaser

The Purchaser shall not, without the Vendor’s prior written consent, assign any right or interest in this Agreement,

which consent may be withheld in the Vendor’s sole and absolute discretion, except that the Purchaser shall have the

right to assign any or all of its rights, interests or obligations hereunder to one or more Affiliates of the Purchaser,

provided that such Affiliate agrees to be bound by the terms of this Agreement and provided that the Purchaser shall

remain liable hereunder for any breach of the terms of this Agreement by such Affiliate.

9.7 Waiver

No failure on the part of any Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor

shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the

exercise of any right or remedy in law or in equity or by statute or otherwise conferred. No waiver by any Party of any

breach (whether actual or anticipated) of any of the terms, conditions, representations or warranties contained herein

shall take effect or be binding upon that Party unless the waiver is expressed in writing under the authority of that Party.

Any waiver so given shall extend only to the particular breach so waived and shall not limit or affect any rights with

respect to any other or future breach.

9.8 Amendment

This Agreement shall not be varied in its terms or amended by oral agreement or by representations or otherwise other

than by an instrument in writing dated subsequent to the date hereof, executed by a duly authorized representative of

each Party.

9.9 Time of the Essence

Time is of the essence in this Agreement.

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9.10 Costs and Expenses

Each Party shall be responsible for all of its own costs and expenses (including the fees and disbursements of legal

counsel, bankers, investment bankers, accountants, brokers and other advisors) incurred by it in connection with this

Agreement and the Transaction. No Party shall be responsible for any or all of the costs or expenses of the other Party.

9.11 Notices

Any notice, demand or other communication required or permitted to be given to any Party shall be given in writing

and addressed as follows:

(a) in the case of the Vendor:

Hardie & Kelly Inc., in its capacity as Court appointed Receiver of the property of Octopus

Holdings Ltd. and not in its personal capacity

110, 5800 – 2nd Street SW

Calgary, AB T2H 0H2

Fax: (403) 640-0591

Attention: Kevin Meyler

Email: kmeyler@insolvency.net

And with a further copy to the Vendor’s Solicitors:

Parlee McLaws LLP

Suite 3300, Canada Trust Tower

421 – 7th Avenue S.W.

Calgary, AB T2P 4K9

Fax No.: 403-767-8889

Attention: Brent Mescall

Email: bmescall@parlee.com

(b) In the case of the Purchaser:

East Winds Caribbean Limited Partnership Ltd.

by its general partner, East Winds Resort Ltd.

Attention:

E-mail:

With a copy to the Purchaser’s Solicitors:

DLA Piper (Canada) LLP

Suite 1000, Livingston Place West

250 2nd Street SW

Calgary, AB T2P 0C1

Fax: (403) 697.6600

Attention: Carole Hunter

Email: carole.hunter@dlapiper.com

Any such notice, if personally delivered, shall be deemed to have been validly and effectively given and received on

the Business Day of such delivery and if sent by facsimile or other electronic communication with confirmation of

transmission, shall be deemed to have been validly and effectively given and received on the Business Day next

following the day it was received.

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Authorized Signatory Authorized Signatory

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SCHEDULE 1.1(k)

FORM OF COURT ORDER

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SCHEDULE 1.1(kk)

FORM OF SALES PROCESS

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SCHEDULE 6.2(A)

FORM OF OFFICER’S CERTIFICATE

TO: [Name of Vendor/Purchaser] [(the “Vendor”)] [(the “Purchaser”)]

RE: Asset Purchase Agreement dated • between the Vendor and the Purchaser (the “Agreement”)

Unless otherwise defined herein, the definitions provided for in the Agreement are adopted in this certificate (the

“Certificate”).

I, [Name], [Position] of [Name of Vendor/Purchaser] [(the “Vendor”)] [(the “Purchaser”)] hereby

certify that as of the date of this Certificate:

1. The undersigned is personally familiar, in [his][her] capacity as an officer of [Vendor][Purchaser], with the

matters hereinafter mentioned.

2. Each of the covenants, representations and warranties of the [Vendor][Purchaser] contained in Article 4 of

the Agreement were true and correct in all material respects when made and are true and correct in all material respects

as of the Closing Date.

3. All obligations of [Vendor][Purchaser] contained in the Agreement to be performed prior to or at Closing

have been timely performed in all material respects.

4. This Certificate is made for and on behalf of the [Vendor][Purchaser] and is binding upon it, and I am not

incurring, and will not incur, any personal liability whatsoever with respect to it.

5. This Certificate is made with full knowledge that the [Vendor][Purchaser] is relying on the same for the

Closing of the Transaction.

IN WITNESS WHEREOF I have executed this Certificate this ___ day of ____________, 2019.

[Name of Vendor/Purchaser]

Per:____________________

Name:

Title: