Common use of Actions Prior to Closing Clause in Contracts

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA Schedules, or as permitted or contemplated by this Agreement, the Company and FTA, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company nor FTA will: (i) make any changes in their Articles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Purden Lake Schedules or FTA Schedules, Ingenious Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively Purden Lake (subject to paragraph (b) below)) and Ingenious respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve intact its business organization intactorganization, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company Purden Lake nor FTA Ingenious will: (i) make any changes in their Articles or Certificates Organizational Documents, including any change of Incorporation or Bylawsname, except as otherwise provided in contemplated by this Agreement; (ii) take any action described in Section 1.07 1.07, in the case of FTAIngenious, or in Section 2.07, in the case of the Company Purden Lake (all except as permitted therein or as disclosed in the applicable party's schedulesIngenious Schedules or Purden Lake Schedules, as applicable); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedulesthe Ingenious Schedules or Purden Lake Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the Young Schedules, or as permitted or contemplated by this Agreement, the Company and FTAYoung, respectively (subject to paragraph (b) below), will shall each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company nor FTA willYoung shall: (i) make any changes in their Articles or Certificates of Incorporation or Bylawsgoverning documents, except as otherwise provided in this AgreementAgreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offer; (ii) take any action described in Section 1.07 in the case of FTAYoung, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Buyer Schedules or FTA the Company Schedules, or as permitted or contemplated by this Agreement, the Company Buyer and FTAthe Company, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Buyer nor the Company nor FTA will: (i) make any changes in their Articles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company 2.07 (all except as permitted therein or as disclosed in the applicable party's ’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Trade Link Schedules or FTA Schedules, Value Development Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively Trade Link (subject to paragraph (b) below)) and Value Development respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve intact its business organization intactorganization, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company Trade Link nor FTA Value Development will: (i) make any changes in their Articles or Certificates Organizational Documents, including any change of Incorporation or Bylawsname, except as otherwise provided in contemplated by this Agreement; (ii) take any action described in Section 1.07 1.07, in the case of FTAValue Development, or in Section 2.07, in the case of the Company Trade Link (all except as permitted therein or as disclosed in the applicable party's schedulesValue Development Schedules or Trade Link Schedules, as applicable); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedulesthe Value Development Schedules or Trade Link Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement November 24, 2020 until the Closing Date and except as set forth in the Company Schedules or FTA Schedules, an SEC Report or SRM Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively (subject to paragraph (bd) below)) and SRM respectively, will each: (i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the SEC Reports; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement November 30, 2020 until the Closing Date, neither the Company nor FTA SRM will: (i) make any changes in their Articles of Incorporation, articles or Certificates certificate of Incorporation incorporation or Bylaws, bylaws except as otherwise provided in contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.07 in the case of FTA, SRM or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's ’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the SEC Reports.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company EPS Schedules or FTA Schedules, Money4Gold Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively EPS (subject to paragraph (bd) below)) and Money4Gold respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company EPS nor FTA Money4Gold will: (i) make any changes in their Articles memorandum of association, articles of association, articles or Certificates certificate of Incorporation incorporation or Bylaws, bylaws except as otherwise provided in contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.07 in the case of FTA, Money4Gold or in Section 2.07, in the case of the Company EPS (all except as permitted therein or as disclosed in the applicable party's ’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company TJS Schedules or FTA Schedules, BVI-ACM Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively TJS (subject to paragraph (bd) below)) and BVI-ACM respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company TJS nor FTA BVI-ACM will: (i) make any changes in their Articles memorandum of association, articles of association, articles or Certificates certificate of Incorporation incorporation or Bylaws, bylaws except as otherwise provided in contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.07 in the case of FTA, BVI-ACM or in Section 2.07, in the case of the Company TJS (all except as permitted therein or as disclosed in the applicable party's ’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Am-Pac or Investments Schedules or FTA Schedules, or as permitted or contemplated by this Agreement, the Company Am-Pac, Investments and FTASweeney, respectively (subject to paragraph (b) below)respectively, will each: (i) carry on its their business in substantially the same manner as it has they had heretofore; (ii) maintain and keep its their properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by itthem including sufficient insurance to cover the Real Property and the improvements thereon; (iv) use good faith efforts to perform in all material respects all of its their obligations under material contracts, leases, and instruments relating to or affecting its their assets, properties, and business; (v) use its good faith their best efforts to maintain and preserve its their business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it them by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company Am-Pac, Sweeney nor FTA Investments will: (i) make any changes in their Articles articles of incorporation or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreementbylaws; (ii) take any action described in Section 1.07 in the case of FTAInvestments, or in Section 2.073.07, in the case of the Company Am-Pac (all except as permitted therein or as disclosed in the applicable party's schedules);; or (iii) enter into or amend any contract, agreement, or other instrument instruments of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operationsand Am-Pac may execute the exchange agreement with the Spanish development company referenced herein and may continue to negotiate and seek opportunities to acquire business, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of businessand enter contracts accordingly.

Actions Prior to Closing. (a) 4.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the Cycle Energy Schedules, or as permitted or contemplated by this Agreement, the Company and FTACycle Energy, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;; Share Exchange Agreement Cycle Energy, Cycle Energy Shareholder and American International Holdings (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) 4.4.2 From and after the date of this Agreement until the Closing Date, neither the Company nor FTA willDate Cycle Energy will not: (i) make any changes in their its Articles or Certificates of Incorporation or BylawsBylaws (or similar governing documents), except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company 1.6 (all except as permitted therein or as disclosed in the applicable party's Cycle Energy’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 4.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement November 24, 2020 until the Closing Date and except as set forth in the Company Schedules or FTA Schedules, an SEC Report or SRM Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively (subject to paragraph (bd) below)) and SRM respectively, will each: (i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the SEC Reports; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement November 30, 2020 until the Closing Date, neither the Company nor FTA SRM will: (i) make any changes in their Articles of Incorporation, articles or Certificates certificate of Incorporation incorporation or Bylaws, bylaws except as otherwise provided in contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.07 in the case of FTA, SRM or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);, (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.business except as disclosed in the SEC Reports

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the Group Company Schedules, or as permitted or contemplated by this Agreement, the Company and FTARare, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company nor FTA Rare will: (i) make any changes in their Articles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of FTARare, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) 4.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the W Marketing Schedules, or as permitted or contemplated by this Agreement, the Company and FTAW Marketing, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) 4.4.2 From and after the date of this Agreement until the Closing Date, neither the Company nor FTA willDate W Marketing will not: (i) make any changes in their its Articles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company 1.6 (all except as permitted therein or as disclosed in the applicable party's W Marketing’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 4.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Xxxx Xxxx Schedules or FTA Schedules, or as permitted or contemplated by this Agreement, the Company and FTA, respectively Eternal (subject to paragraph (bd) below)) and Xxxx Xxxx respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company Eternal nor FTA Xxxx Xxxx will: (i) make any changes in their Articles articles or Certificates certificate of Incorporation incorporation or Bylaws, except as otherwise provided in this Agreement;bylaws; or similar documents of organization and governance. (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);1.07. (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) 4.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the Cranbury Schedules, or as permitted or contemplated by this Agreement, the Company and FTACranbury, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) 4.4.2 From and after the date of this Agreement until the Closing Date, neither the Company nor FTA willDate Cranbury will not: (i) make any changes in their Articles or Certificates of Incorporation or Bylawsits Governing Documents, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company 1.6 (all except as permitted therein or as disclosed in the applicable party's Cranbury’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 4.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until Prior to the Closing Date and except as set forth in the Company Schedules or FTA the ASKARII Schedules, or as permitted or contemplated by this Agreement, the Company and FTAASKARII, respectively (subject to paragraph (b) below), will have each: (i) carry carried on its business in substantially the same manner as it has heretofore; (ii) maintain maintained and keep kept its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain maintained in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use used good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use used its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply complied with and perform performed in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.. January 29th, 2016 27 of 54 Share Exchange Agreement (b) From and after the date of this Agreement until the Closing Date, neither the Company nor FTA willASKARII has: (i) make made any changes in their Articles or Certificates of Incorporation or Bylawsorganizational documents, except as otherwise provided in or contemplated by this Agreement; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter entered into or amend amended any contract, agreement, or other instrument of any of the types described in such party's Party’s schedules, except that a party Party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; (iii) issued or redeemed any securities other than as disclosed to; or (iv) sell sold any assets or discontinue discontinued any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) operations or conduct conducted any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Company Schedules or FTA Schedules, EAI Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively (subject to paragraph (b) below)EAI respectively, will each: (i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the Company SEC Reports; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement hereof until the Closing Date, neither the Company nor FTA EAI will: (i) make any changes in their Articles of Incorporation, articles or Certificates certificate of Incorporation incorporation or Bylaws, bylaws except as otherwise provided in contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.07 in the case of FTA, EAI or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's ’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as not previously contemplated in this Section 4.04) conjuction with the Company’s capital raise efforts, or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the Company SEC Reports.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the Title Schedules, or as permitted or contemplated by this Agreement, the Company and FTATitle, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company nor FTA Title will: (i) make any changes in their Articles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of FTATitle, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the Gulf Schedules, or as permitted or contemplated by this Agreement, the Company and FTAGulf, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company nor FTA Gulf will: (i) make any changes in their Articles or Certificates of Incorporation or Bylawsorganizational documents, except as otherwise provided in or contemplated by this Agreement;; Share Exchange Agreement Gulf, Gulf Shareholders and Saga (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.;

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Xaibe Schedules or FTA Schedules, PolarShield Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively Xaibe (subject to paragraph (bd) below)) and PolarShield respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing DateDate and except as permitted or contemplated by this Agreement, neither the Company Xaibe nor FTA PolarShield will: (i) make any changes in their Articles articles or Certificates certificate of Incorporation incorporation or Bylaws, except as otherwise provided in this Agreementbylaws; (ii) take any action described in Section 1.07 in the case of FTAPolarShield, or in Section 2.07, in the case of the Company Xaibe (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04herein) or conduct any similar transactions other than in the ordinary course of business. (c) Any other provision of this Agreement notwithstanding, on or prior to the Closing Date, PolarShield shall be permitted, in its sole discretion, to (i) enter into leases and other agreements in the ordinary course of business and (ii) change its banking affiliation, including any bank with which it has established a line of credit. (d) In light of the fact that PolarShield's shareholders will control Xaibe as a result of the Exchange, from and after the date of this Agreement until the Closing Date, Xaibe shall take no action which is material to its business without the prior written approval of PolarShield, which PolarShield may give or withhold in its sole discretion after consultation with Xaibe.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the ICFG Schedules, or as permitted or contemplated by this Agreement, the Company and FTAICFG, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company nor FTA ICFG will: (i) make any changes in their Articles or Certificates of Incorporation or Bylawsorganizational documents, except as otherwise provided in or contemplated by this Agreement; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's Party’s schedules, except that a party Party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; (iii) issue or redeem any securities; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) operations or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement September 30, 2014 until the Closing Date and except as set forth in the Company Schedules or FTA Schedules, an SEC Report or Urban Planet Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively (subject to paragraph (bd) below)) and Urban Planet respectively, will each: (i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the SEC Reports; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement September 30, 2014 until the Closing Date, neither the Company nor FTA Urban Planet will: (i) make any changes in their Articles of Incorporation, articles or Certificates certificate of Incorporation incorporation or Bylaws, bylaws except as otherwise provided in contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.07 in the case of FTA, Urban Planet or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's ’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the SEC Reports.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Finity Schedules or FTA Schedules, Flagship Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively Finity (subject to paragraph (bd) below)) and Flagship respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company Finity nor FTA Flagship will: (i) make any changes in their Articles articles or Certificates certificate of Incorporation incorporation or Bylaws, bylaws except as otherwise provided in contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.07 in the case of FTA, Flagship or in Section 2.07, in the case of the Company Finity (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA Schedules, LUCKYBULL Schedules or as permitted or contemplated by this Agreement, the Company and FTA, LUCKYBULL respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company nor FTA LUCKYBULL will: (i) make any changes in their Articles or Certificates Certificate of Incorporation or BylawsMemorandum and Articles of Association, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of FTALUCKYBULL, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any capital shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) 4.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the Classics Schedules, or as permitted or contemplated by this Agreement, the Company and FTAClassics, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) 4.4.2 From and after the date of this Agreement until the Closing Date, neither the Company nor FTA willClassics will not: (i) make any changes in their Articles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreementits Governing Documents; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company 1.6 (all except as permitted therein or as disclosed in the applicable party's Classics’ schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; orand (iv) sell any assets or discontinue any operations, sell or issue any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 4.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.. Share Exchange Agreement Classics, Classics Shareholder and Golden Matrix Group

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company FDVI Schedules or FTA Schedules, American D&C Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively FDVI (subject to paragraph (bd) below)) and American D&C respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company FDVI nor FTA American D&C will: (i) make any changes in their Articles articles or Certificates certificate of Incorporation incorporation or Bylaws, bylaws except as otherwise provided in contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.07 in the case of FTA, American D&C or in Section 2.07, in the case of the Company FDVI (all except as permitted therein or as disclosed in the applicable party's ’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA Schedules, or as permitted or contemplated by this Agreement, the Company and FTA, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore;; Initials: R.N. (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company nor FTA will: (i) make any changes in their Articles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.. Initials: R.N.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company NewEra Schedules or FTA Schedules, Grain Wealth Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively NewEra (subject to paragraph (b) below)) and Grain Wealth respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve intact its business organization intactorganization, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company NewEra nor FTA Grain Wealth will: (i) make any changes in their Articles or Certificates Organizational Documents, including any change of Incorporation or Bylawsname, except as otherwise provided in contemplated by this Agreement; (ii) take any action described in Section 1.07 1.07, in the case of FTAGrain Wealth, or in Section 2.07, in the case of the Company NewEra (all except as permitted therein or as disclosed in the applicable party's schedulesGrain Wealth Schedules or NewEra Schedules, as applicable); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedulesthe Grain Wealth Schedules or NewEra Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Tropical Schedules or FTA Schedules, Ambassador Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively Tropical (subject to paragraph (bd) below)) and Ambassador respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company Tropical nor FTA Ambassador will: (i) make any changes in their Articles articles or Certificates certificate of Incorporation incorporation or Bylaws, except as otherwise provided in this Agreementbylaws; (ii) take any action described in Section 1.07 in the case of FTAAmbassador, or in Section 2.07, in the case of the Company Tropical (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operationsoperations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in this Section 4.04Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Tropical) or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company OXFORD Schedules or FTA Schedules, PRC Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively OXFORD (subject to paragraph (bd) below), ) and the SHAREHOLDERS will eachcause PRC to: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither OXFORD will not, and the Company nor FTA willSHAREHOLDERS will not allow PRC to: (i) make any changes in their Articles articles or Certificates certificate of Incorporation incorporation or Bylaws, except as otherwise provided in this Agreementbylaws; (ii) take any action described in Section 1.07 in the case of FTAthe SHAREHOLDERS, or in Section 2.07, in the case of the Company OXFORD (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04the sale of securities underlying existing warrants or options of OXFORD) or conduct any similar transactions other than in the ordinary course of businessbusiness (other than transactions contemplated herein or in the PRC Schedules or OXFORD Schedules).

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the Eco-Tek Schedules, or as permitted or contemplated by this Agreement, the Company and FTAEco-Tek, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company nor FTA Eco-Tek will: (i) make any changes in their Articles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company Eco-Tek (all except as permitted therein or as disclosed in the applicable party's Eco-Tek’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) ), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) 4.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the OEP Schedules, or as permitted or contemplated by this Agreement, the Company and FTAOEP, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) 4.4.2 From and after the date of this Agreement until the Closing Date, neither the Company nor FTA willDate OEP will not: (i) make any changes in their its Articles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company 1.6 (all except as permitted therein or as disclosed in the applicable party's OEP’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 4.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of businesstransactions.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA Schedules, Mikwec Schedules or as permitted or contemplated by this Agreement, the Company and FTA, respectively (subject to paragraph (bd) below)) and Mikwec respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities. . (b) From and after the date of this Agreement until the Closing Date, neither the Company nor FTA will: Mikwec will not: (i) make any changes in their it's Articles or Certificates Certificate of Incorporation or Bylaws, except as otherwise provided in this Agreement; ; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); 1.07; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) operations or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) 4.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the Premier Schedules, or as permitted or contemplated by this Agreement, the Company and FTAPremier, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) 4.4.2 From and after the date of this Agreement until the Closing Date, neither the Company nor FTA willPremier will not: (i) make any changes in their Articles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreementits organizational documents; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules)1.6; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's Party’s schedules, except that a party Party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 4.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.

Actions Prior to Closing. (a) 5.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or FTA the Designer Apparel Schedules, or as permitted or contemplated by this Agreement, the Company and FTADesigner Apparel, respectively (subject to paragraph (b) below), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) 5.4.2 From and after the date of this Agreement until the Closing DateDate Designer Apparel will not: Share Exchange Agreement Designer Apparel, neither the Company nor FTA will:Designer Apparel Members and Code Green (i) make any changes in their Articles its Certificate of Formation or Certificates of Incorporation Operating Agreement (or Bylawssimilar governing documents), except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of FTA, or in Section 2.07, in the case of the Company 1.6 (all except as permitted therein or as disclosed in the applicable party's Designer Apparel’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 5.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.