Common use of Additional Conditions to Obligations of Company Clause in Contracts

Additional Conditions to Obligations of Company. The obligations of Company to effect the transactions contemplated hereby in accordance with the terms of this Agreement are also subject to the fulfillment or waiver of the conditions set forth in the paragraphs below: (a) Since the date of this Agreement, Parent shall have continued to conduct its operations in accordance with the provisions of Section 4.1. (b) The representations of Parent and Merger Subsidiary contained in this Agreement shall be accurate as of the Effective Date and as of the Merger Time, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification). Parent and Merger Subsidiary, respectively, shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Merger Time. (c) Parent and Merger Subsidiary have obtained all consents and approvals necessary to consummate the transactions contemplated by this Agreement in order that the transactions contemplated herein shall not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of Parent’s or Merger Subsidiary’s assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting Parent or any license, franchise or permit of or affecting Parent. (d) Neither Parent nor Merger Subsidiary shall have any obligations or liabilities other than those obligations or liabilities required by law or specifically contemplated by this Agreement and represented to Company in Article 3. (e) Parent will have satisfied all of Parent’s payment obligations identified on Schedule 3.7. (f) There shall not have occurred any suspension of the obligation of Parent to file reports and disclosure documentation with the SEC. (g) There shall not have been any comment or other communication from the SEC to Parent or any of its affiliates or representatives indicating that Parent has been, is or may be, whether as a result of any of the transactions contemplated by this Agreement or otherwise, a “shell company” for any duration of time. (h) Parent shall have furnished to Company a certificate of the Chief Executive Officer and the Chief Financial Officer of Parent, dated as of the Closing Date, in which such officers shall certify that, to their best Knowledge, the conditions set forth in Sections 6.3(a), (b), (c), (d) and (e) have been fulfilled. (i) Parent shall have furnished to Company (i) copies of the resolutions of the Parent Board of Directors approving this Agreement and the Certificate of Merger, the appointment of the directors to serve on Parent’s Board of Directors as of and after the Merger Time, and the transactions contemplated hereby, (ii) a copy of the Certificate of Incorporation of Parent, certified by the Secretary of State of Nevada, and one or more certificates from the Secretary of State of Nevada evidencing the good standing of Parent in such jurisdiction, (iii) an incumbency certificate dated as of the Closing Date executed on behalf of Parent by its corporate secretary certifying the signature and office of each officer of Parent executing this Agreement, the Certificate of Merger or any other agreement, certificate or other instrument executed pursuant hereto by Parent and (iv) a certificate of the corporate secretary of Parent dated as of the Closing Date certifying to Company that copies of the aforementioned resolutions referred to in clause (i) above are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and certifying that the certificates furnished pursuant to clause (ii) above are true, correct and complete as received from such governmental offices. (j) As of the Closing Date, Company will have entered into the Indemnification Agreement, indemnifying and holding harmless Parent against all losses sustained by it in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any act or omission of Company prior to the Merger Time, as further set forth in the Indemnification Agreement. (k) Company shall have received assurance from Parent, satisfactory to Company, (i) that the number of outstanding shares of capital stock of Parent immediately prior to the Merger Time is not greater than 13,077,679 (following the cancellation of certain shares as part of this Merger) shares of Parent Common Stock and zero (0) shares of preferred stock of Parent, and (ii) that none of Parent’s outstanding preferred stock or stock options have been converted or exercised after the Effective Date. (l) Parent shall have received resignations from all of the members of the Company Board, to be effective as of the Merger Time. (m) Company shall have received the Lock-up Agreements. (n) The outstanding indebtedness of Parent shall be equal to or less than $1,500,000, all of which is represented by the promissory notes identified on Schedule 6.3(r) (collectively the “Carryover Notes”).

Additional Conditions to Obligations of Company. The obligations of Company to effect the transactions contemplated hereby in accordance with the terms of this Agreement are also subject to the fulfillment or waiver of the conditions set forth in the paragraphs below: (a) Since the date of this Agreement, Parent shall have continued to conduct its operations in accordance with the provisions of Section 4.1. (b) The representations of Parent and Merger Subsidiary contained in this Agreement shall be accurate as of the Effective Date and as of the Merger Time, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification). Parent and Merger Subsidiary, respectively, shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Merger Time. (c) Parent and Merger Subsidiary have obtained all consents and approvals necessary to consummate the transactions contemplated by this Agreement in order that the transactions contemplated herein shall not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of Parent’s or Merger Subsidiary’s assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting Parent or any license, franchise or permit of or affecting Parent. (d) Neither Parent nor Merger Subsidiary shall have any obligations or liabilities other than those obligations or liabilities required by law or specifically contemplated by this Agreement and represented to Company in Article 3. (e) Parent will have satisfied all of Parent’s payment obligations identified on Schedule 3.7. (f) There shall not have occurred any suspension of the obligation of Parent to file reports and disclosure documentation with the SEC. (g) There shall not have been any comment or other communication from the SEC to Parent or any of its affiliates or representatives indicating that Parent has been, is or may be, whether as a result of any of the transactions contemplated by this Agreement or otherwise, a “shell company” for any duration of time. (h) Parent shall have furnished to Company a certificate of the Chief Executive Officer and the Chief Financial Officer of Parent, dated as of the Closing Date, in which such officers shall certify that, to their best Knowledge, the conditions set forth in Sections 6.3(a), (b), (c), (d) and (e) have been fulfilled. (i) Parent shall have furnished to Company (i) copies of the resolutions of the Parent Board of Directors approving this Agreement and the Certificate Certificate(s) of Merger, the appointment of the directors to serve on Parent’s Board of Directors as of and after the Merger Time, and the transactions contemplated hereby, (ii) a copy of the Certificate of Incorporation of Parent, certified by filed with the Secretary of State of NevadaDelaware, and one or more certificates from the Secretary of State of Nevada Delaware evidencing the good standing of Parent in such jurisdiction, (iii) an incumbency certificate dated as of the Closing Date executed on behalf of Parent by its corporate secretary certifying the signature and office of each officer of Parent executing this Agreement, the Certificate Certificate(s) of Merger or any other agreement, certificate or other instrument executed pursuant hereto by Parent and (iv) a certificate of the corporate secretary of Parent dated as of the Closing Date certifying to Company that copies of the aforementioned resolutions referred to in clause (i) above are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and certifying that the certificates furnished pursuant to clause (ii) above are true, correct and complete as received from such governmental offices. (j) Company shall have received a reasonably acceptable legal opinion from counsel to Parent, which opinion may be based on customary reliance and subject to customary qualifications, to the effect that, among other matters, (i) the issuance of the Merger Consideration is exempt from the registration requirements of the Securities Act, (ii) Parent’s outstanding equity securities are duly authorized and validly issued, and (iii) Parent is not, and as of immediately prior to the Closing will not be, a “shell company” as defined in Section 12b-2 of the Exchange Act. (k) At the Closing, Parent will have no liabilities of any nature other than the Permitted Liabilities listed on Schedule 3.10(c). (l) At the Closing, Parent will have available Cash at Closing. (m) As of the Closing Date, Company Parent and certain of the Persons serving as agents, officers, directors and stockholders of Parent prior to the Merger Time will have entered into the Indemnification Agreement, indemnifying and holding harmless Parent against all losses sustained by it in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any act or omission of Company Parent prior to the Merger Time, as further set forth in the Indemnification Agreement. (kn) Company shall have received assurance from Parent, satisfactory to Company, (i) that the number of outstanding shares of capital stock of Parent immediately prior to the Merger Time is not greater than 13,077,679 (following the cancellation of certain shares as part of this Merger) 15,000,000 shares of Parent Common Stock and zero (0) shares of preferred stock of Parent, and par value $0.001 per share, (ii) that none of Parent’s outstanding preferred stock or stock options convertible securities have been converted or exercised after the Effective Date, and (iii) that all of Parent’s outstanding preferred stock or options have been terminated prior to the Merger Time. (lo) Parent This Agreement and the Merger shall have been approved by the majority stockholders of Parent. (p) Company shall have received resignations from all of the members of the Company Parent Board, to be effective as of the Merger Time. (mq) Company shall have received the Lock-up Agreements. (nr) The outstanding indebtedness of Parent shall be equal to or less than $1,500,000150,000, all of which is represented by the promissory notes identified on Schedule 6.3(r) (collectively the “Carryover Notes”).

Additional Conditions to Obligations of Company. The obligations of Company to effect consummate the transactions contemplated hereby in accordance with the terms of this Agreement are also Closing shall be subject to the fulfillment satisfaction at or waiver prior to the Closing Date of each of the conditions set forth following conditions, any of which may be waived, in the paragraphs belowwriting, by Company: (a) Since Each of the date representations and warranties of this Agreement, Parent shall have continued to conduct its operations in accordance with the provisions of Section 4.1. (b) The representations of Parent Naviant and Merger Subsidiary Acquiror contained in this Agreement shall be accurate as of the Effective Date true, complete and correct both when made and on and as of the Merger TimeClosing Date as if made at and as of the Closing Date (other than representations and warranties which address matters only as of a certain date which shall be true, in all respects (in the case complete and correct as of any representation containing any materiality qualification) such certain date), except for changes expressly contemplated by this Agreement, and each of Naviant and Acquiror shall have performed or complied in all material respects (in the case of any representation without any materiality qualification). Parent with all covenants and Merger Subsidiary, respectively, shall in all material respects have performed each obligation and agreement and complied with each covenant agreements required by this Agreement to be performed and or complied with by it hereunder at on or prior to the Merger TimeClosing Date. (b) Between the date of this Agreement and the Closing Date, there shall have been no Acquiror Material Adverse Effect. (c) Parent Company shall have been provided with a certificate executed on behalf of Acquiror by an authorized officer certifying that the conditions set forth in Section 6.2(a) and Merger Subsidiary (b) shall have obtained all consents been fulfilled. (d) Acquiror shall have delivered to Company (i) copies of the Articles and approvals necessary Bylaws as in effect immediately prior to consummate the Closing and (ii) copies of resolutions adopted by the board of directors and sole shareholder of Acquiror authorizing the transactions contemplated by this Agreement (including, without limitation, the issuance of the Share Consideration), in order that each case certified by the transactions contemplated herein shall not constitute a breach or violation ofSecretary of Acquiror as being true, or result in a right of termination or acceleration of, or creation of any encumbrance on any of Parent’s or Merger Subsidiary’s assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting Parent or any license, franchise or permit of or affecting Parent. (d) Neither Parent nor Merger Subsidiary shall have any obligations or liabilities other than those obligations or liabilities required by law or specifically contemplated by this Agreement complete and represented to Company in Article 3correct. (e) Parent will have satisfied all of Parent’s payment obligations identified on Schedule 3.7. (f) There shall not have occurred any suspension of the obligation of Parent to file reports and disclosure documentation with the SEC. (g) There shall not have been any comment or other communication from the SEC to Parent or any of its affiliates or representatives indicating that Parent has been, is or may be, whether as a result of any of the transactions contemplated by this Agreement or otherwise, a “shell company” for any duration of time. (h) Parent Company shall have furnished to Company a certificate of the Chief Executive Officer received an opinion from Acquiror and the Chief Financial Officer of ParentNaviant's legal counsel, Hunton & Xxxxxxxx, dated as of the Closing Date, in which such officers shall certify that, to their best Knowledge, substantially the conditions set forth in Sections 6.3(a), (b), (c), (d) and (e) have been fulfilledform attached as EXHIBIT F hereto. (i) Parent shall have furnished to Company (i) copies of the resolutions of the Parent Board of Directors approving this Agreement and the Certificate of Merger, the appointment of the directors to serve on Parent’s Board of Directors as of and after the Merger Time, and the transactions contemplated hereby, (ii) a copy of the Certificate of Incorporation of Parent, certified by the Secretary of State of Nevada, and one or more certificates from the Secretary of State of Nevada evidencing the good standing of Parent in such jurisdiction, (iii) an incumbency certificate dated as of the Closing Date executed on behalf of Parent by its corporate secretary certifying the signature and office of each officer of Parent executing this Agreement, the Certificate of Merger or any other agreement, certificate or other instrument executed pursuant hereto by Parent and (iv) a certificate of the corporate secretary of Parent dated as of the Closing Date certifying to Company that copies of the aforementioned resolutions referred to in clause (i) above are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and certifying that the certificates furnished pursuant to clause (ii) above are true, correct and complete as received from such governmental offices. (j) As of the Closing Date, Company will have entered into the Indemnification Agreement, indemnifying and holding harmless Parent against all losses sustained by it in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any act or omission of Company prior to the Merger Time, as further set forth in the Indemnification Agreement. (k) Company shall have received assurance from Parent, satisfactory to Company, (i) that the number of outstanding shares of capital stock of Parent immediately prior to the Merger Time is not greater than 13,077,679 (following the cancellation of certain shares as part of this Merger) shares of Parent Common Stock and zero (0) shares of preferred stock of Parent, and (ii) that none of Parent’s outstanding preferred stock or stock options have been converted or exercised after the Effective Date. (l) Parent shall have received resignations from all of the members of the Company Board, to be effective as of the Merger Time. (m) Company shall have received the Lock-up Agreements. (n) The outstanding indebtedness of Parent shall be equal to or less than $1,500,000, all of which is represented by the promissory notes identified on Schedule 6.3(r) (collectively the “Carryover Notes”).

Additional Conditions to Obligations of Company. The obligations of Company to effect the transactions contemplated hereby in accordance with the terms of this Agreement are also subject to the fulfillment or waiver of the conditions set forth in the paragraphs below: (a) Since the date of this Agreement, Parent shall have continued to conduct its operations in accordance with the provisions of Section 4.1. (b) The representations of Parent and Merger Subsidiary contained in this Agreement shall be accurate as of the Effective Date and as of the Merger Time, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification). Parent and Merger Subsidiary, respectively, shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Merger Time. (c) Parent and Merger Subsidiary have obtained all consents and approvals necessary to consummate the transactions contemplated by this Agreement in order that the transactions contemplated herein shall not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of Parent’s or Merger Subsidiary’s assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting Parent or any license, franchise or permit of or affecting Parent; including, but not limited to, the consent of the Cxxxx Building, L.C. in connection with the assignment by Parent to Parent Subsidiary of that certain office lease by and between the Cxxxx Building, L.C. and Parent, dated May 16, 2014. (d) Neither Parent nor Merger Subsidiary shall have any obligations or liabilities other than those obligations or liabilities required by law or specifically contemplated by this Agreement and represented to Company in Article 3. (e) Parent will have satisfied all of Parent’s payment obligations identified on Schedule 3.7. (f) There shall not have occurred any suspension of the obligation of Parent to file reports and disclosure documentation with the SEC. (g) There shall not have been any comment or other communication from the SEC to Parent or any of its affiliates or representatives indicating that Parent has been, is or may be, whether as a result of any of the transactions contemplated by this Agreement or otherwise, a “shell company” for any duration of time. (h) Parent shall have furnished to Company a certificate of the Chief Executive Officer and the Chief Financial Officer of Parent, dated as of the Closing Date, in which such officers shall certify that, to their best Knowledge, the conditions set forth in Sections 6.3(a), (b), (c), (d) and (e) have been fulfilled. (i) Parent shall have furnished to Company (i) copies of the resolutions of the Parent Board of Directors approving this Agreement and the Certificate of Merger, the appointment of the directors to serve on Parent’s Board of Directors as of and after the Merger Time, and the transactions contemplated hereby, (ii) a copy of the Certificate of Incorporation of Parent, certified by the Secretary of State of NevadaDelaware, and one or more certificates from the Secretary of State of Nevada Delaware evidencing the good standing of Parent in such jurisdiction, (iii) an incumbency certificate dated as of the Closing Date executed on behalf of Parent by its corporate secretary certifying the signature and office of each officer of Parent executing this Agreement, the Certificate of Merger or any other agreement, certificate or other instrument executed pursuant hereto by Parent and (iv) a certificate of the corporate secretary of Parent dated as of the Closing Date certifying to Company that copies of the aforementioned resolutions referred to in clause (i) above are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and certifying that the certificates furnished pursuant to clause (ii) above are true, correct and complete as received from such governmental offices. (j) Company shall have received a reasonably acceptable legal opinion from Bxxxxxx Xxxxxxxx & Jxxxx, PLLC, as counsel to Parent, which opinion may be based on customary reliance and subject to customary qualifications, to the effect that, among other matters, (i) the issuance of the Merger Consideration is exempt from the registration requirements of the Securities Act, (ii) Parent’s outstanding equity securities are duly authorized and validly issued, and (iii) Parent is not, and as of immediately prior to the Closing will not be, a “shell company” as defined in Section 12b-2 of the Exchange Act. (k) At the Closing, Parent will have no liabilities of any nature other than the Permitted Liabilities listed on Schedule 3.10(c). (l) At the Closing, Parent will have available Cash at Closing. (m) As of the Closing Date, Company Parent and certain of the Persons serving as agents, officers, directors and stockholders of Parent prior to the Merger Time will have entered into the Indemnification Agreement, indemnifying and holding harmless Parent against all losses sustained by it in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any act or omission of Company Parent prior to the Merger Time, as further set forth in the Indemnification Agreement. (kn) Company shall have received assurance from Parent, satisfactory to Company, (i) that the number of outstanding shares of capital stock of Parent immediately prior to the Merger Time is not greater than 13,077,679 (following the cancellation of certain shares as part of this Merger) 1,450,322 shares of Parent Common Stock and zero (0) shares of preferred stock of Parent, and par value $0.001 per share, (ii) that none of Parent’s outstanding preferred stock or stock options have been converted or exercised after the Effective DateDate and (iii) that all of Parent’s outstanding preferred stock or options have been terminated prior to the Merger Time. (lo) This Agreement and the Merger shall have been approved by the stockholders of Parent. Stockholders of Parent holding no more than three percent (3%) of the total number of issued and outstanding shares of Parent Common Stock shall have properly exercised their appraisal right under the URBCA. (p) Company shall have received resignations from all of the members of the Company Parent Board, to be effective as of the Merger Time. (mq) Company shall have received the Lock-up Agreements. (nr) The outstanding indebtedness of Parent shall be equal to or less than $1,500,000555,271.75, all of which is represented by the promissory notes identified on Schedule 6.3(r) (collectively the “Carryover Notes”). (s) Parent shall have re-incorporated in the State of Delaware with a Certificate of Incorporation and Bylaws substantially in the form of Exhibits C and D, respectively. (t) Parent Subsidiary shall have assumed all of Parent’s liabilities other than any obligations arising under this Agreement and the Indemnification Agreement and the Carryover Notes. As of the Effective Date, substantially all of the assets and liabilities of Parent, other than the Cash at Closing and Carryover Notes, are held directly by Parent Subsidiary.

Additional Conditions to Obligations of Company. The obligations of Company to effect the transactions contemplated hereby in accordance with the terms of this Agreement are also subject to the fulfillment or waiver of the conditions set forth in the paragraphs below: (a) Since the date of this Agreement, Parent shall have continued to conduct its operations in accordance with the provisions of Section 4.1. (b) The representations of Parent and Merger Subsidiary contained in this Agreement shall be accurate as of the Effective Date and as of the Merger Time, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification). Parent and Merger Subsidiary, respectively, shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Merger Time. (c) Parent and Merger Subsidiary have obtained all consents and approvals necessary to consummate the transactions contemplated by this Agreement in order that the transactions contemplated herein shall not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of Parent’s or Merger Subsidiary’s assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting Parent or any license, franchise or permit of or affecting Parent. (d) Neither Parent nor Merger Subsidiary shall have any obligations or liabilities other than those obligations or liabilities required by law or specifically contemplated by this Agreement and represented to Company in Article 3. (e) Parent will have satisfied all of Parent’s payment obligations identified on Schedule 3.7. (f) There shall not have occurred any suspension of the obligation of Parent to file reports and disclosure documentation with the SEC. (gf) There shall not have been any comment or other communication from the SEC to Parent or any of its affiliates or representatives indicating that Parent has been, is or may be, whether as a result of any of the transactions contemplated by this Agreement or otherwise, a “shell company” for any duration of time. (h) Parent shall have furnished to Company a certificate of the Chief Executive Officer and the Chief Financial Officer of Parent, dated as of the Closing Date, in which such officers shall certify that, to their best Knowledge, the conditions set forth in Sections 6.3(a), (b), (c), (d) and (e) have been fulfilled. (i) Parent shall have furnished to Company (i) copies of the resolutions of the Parent Board of Directors approving this This Agreement and the Certificate of Merger, Merger shall have been approved by the appointment of the directors to serve on Parent’s Board of Directors as of and after the Merger Time, and the transactions contemplated hereby, (ii) a copy of the Certificate of Incorporation majority stockholders of Parent, certified by the Secretary of State of Nevada, and one or more certificates from the Secretary of State of Nevada evidencing the good standing of Parent in such jurisdiction, (iii) an incumbency certificate dated as of the Closing Date executed on behalf of Parent by its corporate secretary certifying the signature and office of each officer of Parent executing this Agreement, the Certificate of Merger or any other agreement, certificate or other instrument executed pursuant hereto by Parent and (iv) a certificate of the corporate secretary of Parent dated as of the Closing Date certifying to Company that copies of the aforementioned resolutions referred to in clause (i) above are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and certifying that the certificates furnished pursuant to clause (ii) above are true, correct and complete as received from such governmental offices. (j) As of the Closing Date, Company will have entered into the Indemnification Agreement, indemnifying and holding harmless Parent against all losses sustained by it in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any act or omission of Company prior to the Merger Time, as further set forth in the Indemnification Agreement. (k) Company shall have received assurance from Parent, satisfactory to Company, (i) that the number of outstanding shares of capital stock of Parent immediately prior to the Merger Time is not greater than 13,077,679 (following the cancellation of certain shares as part of this Merger) shares of Parent Common Stock and zero (0) shares of preferred stock of Parent, and (ii) that none of Parent’s outstanding preferred stock or stock options have been converted or exercised after the Effective Date. (l) Parent shall have received resignations from all of the members of the Company Board, to be effective as of the Merger Time. (m) Company shall have received the Lock-up Agreements. (n) The outstanding indebtedness of Parent shall be equal to or less than $1,500,000, all of which is represented by the promissory notes identified on Schedule 6.3(r) (collectively the “Carryover Notes”).

Additional Conditions to Obligations of Company. The obligations of Company to consummate and effect the transactions contemplated hereby in accordance with the terms of this Agreement are also shall be subject to the fulfillment satisfaction, or waiver by Company, on or prior to the Effective Time of each of the conditions set forth in the paragraphs belowfollowing conditions: (a) Since Each of the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to “materiality” or “Material Adverse Effect,” which representations and warranties as so qualified shall be true and correct in all such respects) as of the date of this AgreementAgreement and as of the Effective Time as though made on and as of the Effective Time (except to the extent that such representations and warranties speak as of another date, Parent in which case such representations and warranties shall be true and correct as of such date), and Company shall have continued received a certificate of a senior executive officer and a senior financial officer of Buyer to conduct its operations such effect, substantially in accordance with the provisions form of Section 4.1Exhibit 6.3(a) hereto. (b) The representations of Parent and Merger Subsidiary contained in this Agreement Buyer shall be accurate as of the Effective Date and as of the Merger Time, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification). Parent and Merger Subsidiary, respectively, shall in all material respects have performed each obligation and agreement and or complied with each covenant all covenants required to be performed and complied with by it hereunder under this Agreement at or prior to the Merger TimeEffective Time that are qualified as to materiality or Material Adverse Effect and shall have performed or complied with in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Effective Time that are not so qualified, and Company shall have received a certificate of a senior executive officer and a senior financial officer of Buyer to such effect. (c) Parent and Company shall have been furnished with evidence satisfactory to it of the consent or approval of those Persons whose consent or approval shall be required in connection with the Merger Subsidiary have obtained all consents and approvals necessary under any Material Buyer Contract or otherwise required to consummate the transactions contemplated by this Agreement in order that Agreement, except where the transactions contemplated herein shall failure to obtain such consent or approval would not constitute would not reasonably be expected to have a breach Material Adverse Effect on Buyer or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of Parent’s or Merger Subsidiary’s assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting Parent or any license, franchise or permit of or affecting ParentSurviving Corporation. (d) Neither Parent No temporary restraining order, preliminary or permanent injunction or other legal or regulatory restraint provision limiting or restricting the conduct or operation of the business of Buyer and its Subsidiaries, following the Merger shall be in effect, nor Merger Subsidiary shall have any obligations or liabilities other than those obligations or liabilities required proceeding brought by law or specifically contemplated by this Agreement and represented to Company in Article 3any Governmental Authority seeking the foregoing be pending. (e) Parent Company shall have received a written opinion of Xxxxxxx Coie LLP, counsel to Company, in a form reasonably satisfactory to both Buyer and Company, dated on or about the Closing, to the effect that the Merger will have satisfied all constitute a reorganization within the meaning of Parent’s payment obligations identified on Schedule 3.7. (fSection 368(a) There shall not have occurred any suspension of the obligation of Parent to file reports Code, and disclosure documentation with the SEC. (g) There such opinion shall not have been any comment or withdrawn. In rendering such opinion, counsel shall be entitled to make reasonable assumptions and require delivery of and rely upon, among other communication from the SEC to Parent or any of its affiliates or representatives indicating that Parent has beenthings, is or may be, whether as a result of any of the transactions contemplated by this Agreement or otherwise, a “shell company” for any duration of time. (h) Parent shall have furnished to Company a certificate of the Chief Executive Officer reasonable and the Chief Financial Officer of Parent, dated as of the Closing Date, in which such officers shall certify that, to their best Knowledge, the conditions customary representations set forth in Sections 6.3(a)certificates to be delivered by each of Buyer, (b), (c), (d) Merger Sub and (e) have been fulfilled. (i) Parent shall have furnished to Company (i) copies of the resolutions of the Parent Board of Directors approving this Agreement and the Certificate of Merger, the appointment of the directors to serve on Parent’s Board of Directors as of and after the Merger Time, and the transactions contemplated hereby, (ii) a copy of the Certificate of Incorporation of Parent, certified by the Secretary of State of Nevada, and one or more certificates from the Secretary of State of Nevada evidencing the good standing of Parent in such jurisdiction, (iii) an incumbency certificate dated as of the Closing Date executed on behalf of Parent by its corporate secretary certifying the signature and office of each officer of Parent executing this Agreement, the Certificate of Merger or any other agreement, certificate or other instrument executed pursuant hereto by Parent and (iv) a certificate of the corporate secretary of Parent dated as of the Closing Date certifying to Company that copies of the aforementioned resolutions referred to in clause (i) above are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and certifying that the certificates furnished pursuant to clause (ii) above are true, correct and complete as received from such governmental offices. (j) As of the Closing Date, Company will have entered into the Indemnification Agreement, indemnifying and holding harmless Parent against all losses sustained by it in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any act or omission of Company prior to the Merger Time, as further set forth in the Indemnification Agreement. (k) Company shall have received assurance from Parent, form reasonably satisfactory to Company, (i) that the number of outstanding shares of capital stock of Parent immediately prior to the Merger Time is not greater than 13,077,679 (following the cancellation of certain shares as part of this Merger) shares of Parent Common Stock and zero (0) shares of preferred stock of Parent, and (ii) that none of Parent’s outstanding preferred stock or stock options have been converted or exercised after the Effective Datesuch counsel. (l) Parent shall have received resignations from all of the members of the Company Board, to be effective as of the Merger Time. (m) Company shall have received the Lock-up Agreements. (n) The outstanding indebtedness of Parent shall be equal to or less than $1,500,000, all of which is represented by the promissory notes identified on Schedule 6.3(r) (collectively the “Carryover Notes”).

Additional Conditions to Obligations of Company. The obligations of Company to consummate and effect the transactions contemplated hereby in accordance with the terms of this Agreement are also shall be subject to the fulfillment satisfaction, or waiver by Company, on or prior to the Effective Time of each of the conditions set forth in the paragraphs belowfollowing conditions: (a) Since Each of the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to "materiality" or "Material Adverse Effect," which representations and warranties as so qualified shall be true and correct in all such respects) as of the date of this AgreementAgreement and as of the Effective Time as though made on and as of the Effective Time (except to the extent that such representations and warranties speak as of another date, Parent in which case such representations and warranties shall be true and correct as of such date), and Company shall have continued received a certificate of a senior executive officer and a senior financial officer of Buyer to conduct its operations such effect, substantially in accordance with the provisions form of Section 4.1Exhibit 6.3(a) hereto. (b) The representations of Parent and Merger Subsidiary contained in this Agreement Buyer shall be accurate as of the Effective Date and as of the Merger Time, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification). Parent and Merger Subsidiary, respectively, shall in all material respects have performed each obligation and agreement and or complied with each covenant all covenants required to be performed and complied with by it hereunder under this Agreement at or prior to the Merger TimeEffective Time that are qualified as to materiality or Material Adverse Effect and shall have performed or complied with in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Effective Time that are not so qualified, and Company shall have received a certificate of a senior executive officer and a senior financial officer of Buyer to such effect. (c) Parent and Company shall have been furnished with evidence satisfactory to it of the consent or approval of those Persons whose consent or approval shall be required in connection with the Merger Subsidiary have obtained all consents and approvals necessary under any Material Buyer Contract or otherwise required to consummate the transactions contemplated by this Agreement in order that Agreement, except where the transactions contemplated herein shall failure to obtain such consent or approval would not constitute would not reasonably be expected to have a breach Material Adverse Effect on Buyer or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of Parent’s or Merger Subsidiary’s assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting Parent or any license, franchise or permit of or affecting ParentSurviving Corporation. (d) Neither Parent No temporary restraining order, preliminary or permanent injunction or other legal or regulatory restraint provision limiting or restricting the conduct or operation of the business of Buyer and its Subsidiaries, following the Merger shall be in effect, nor Merger Subsidiary shall have any obligations or liabilities other than those obligations or liabilities required proceeding brought by law or specifically contemplated by this Agreement and represented to Company in Article 3any Governmental Authority seeking the foregoing be pending. (e) Parent Company shall have received a written opinion of Xxxxxxx Coie LLP, counsel to Company, in a form reasonably satisfactory to both Buyer and Company, dated on or about the Closing, to the effect that the Merger will have satisfied all constitute a reorganization within the meaning of Parent’s payment obligations identified on Schedule 3.7. (fSection 368(a) There shall not have occurred any suspension of the obligation of Parent to file reports Code, and disclosure documentation with the SEC. (g) There such opinion shall not have been any comment or withdrawn. In rendering such opinion, counsel shall be entitled to make reasonable assumptions and require delivery of and rely upon, among other communication from the SEC to Parent or any of its affiliates or representatives indicating that Parent has beenthings, is or may be, whether as a result of any of the transactions contemplated by this Agreement or otherwise, a “shell company” for any duration of time. (h) Parent shall have furnished to Company a certificate of the Chief Executive Officer reasonable and the Chief Financial Officer of Parent, dated as of the Closing Date, in which such officers shall certify that, to their best Knowledge, the conditions customary representations set forth in Sections 6.3(a)certificates to be delivered by each of Buyer, (b), (c), (d) Merger Sub and (e) have been fulfilled. (i) Parent shall have furnished to Company (i) copies of the resolutions of the Parent Board of Directors approving this Agreement and the Certificate of Merger, the appointment of the directors to serve on Parent’s Board of Directors as of and after the Merger Time, and the transactions contemplated hereby, (ii) a copy of the Certificate of Incorporation of Parent, certified by the Secretary of State of Nevada, and one or more certificates from the Secretary of State of Nevada evidencing the good standing of Parent in such jurisdiction, (iii) an incumbency certificate dated as of the Closing Date executed on behalf of Parent by its corporate secretary certifying the signature and office of each officer of Parent executing this Agreement, the Certificate of Merger or any other agreement, certificate or other instrument executed pursuant hereto by Parent and (iv) a certificate of the corporate secretary of Parent dated as of the Closing Date certifying to Company that copies of the aforementioned resolutions referred to in clause (i) above are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and certifying that the certificates furnished pursuant to clause (ii) above are true, correct and complete as received from such governmental offices. (j) As of the Closing Date, Company will have entered into the Indemnification Agreement, indemnifying and holding harmless Parent against all losses sustained by it in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any act or omission of Company prior to the Merger Time, as further set forth in the Indemnification Agreement. (k) Company shall have received assurance from Parent, form reasonably satisfactory to Company, (i) that the number of outstanding shares of capital stock of Parent immediately prior to the Merger Time is not greater than 13,077,679 (following the cancellation of certain shares as part of this Merger) shares of Parent Common Stock and zero (0) shares of preferred stock of Parent, and (ii) that none of Parent’s outstanding preferred stock or stock options have been converted or exercised after the Effective Datesuch counsel. (l) Parent shall have received resignations from all of the members of the Company Board, to be effective as of the Merger Time. (m) Company shall have received the Lock-up Agreements. (n) The outstanding indebtedness of Parent shall be equal to or less than $1,500,000, all of which is represented by the promissory notes identified on Schedule 6.3(r) (collectively the “Carryover Notes”).

Additional Conditions to Obligations of Company. The obligations of Company to consummate and effect the transactions contemplated hereby in accordance with the terms of this Agreement are also shall be subject to the fulfillment satisfaction, or waiver by Company, on or prior to the Effective Time of each of the conditions set forth in the paragraphs belowfollowing conditions: (a) Since Each of the representations and warranties of Buyer set forth in this Agreement shall be true and correct as of the date of this AgreementAgreement and as of the Effective Time as though made on and as of the Effective Time (except to the extent that such representations and warranties speak as of another date, Parent in which case such representations and warranties shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer; and Company shall have continued received a certificate of a senior executive officer and a senior financial officer of Buyer to conduct its operations in accordance with the provisions of Section 4.1such effect. (b) The representations of Parent and Merger Subsidiary contained in this Agreement Buyer shall be accurate as of the Effective Date and as of the Merger Time, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification). Parent and Merger Subsidiary, respectively, shall in all material respects have performed each obligation and agreement and or complied with each covenant all covenants required to be performed and complied with by it hereunder under this Agreement at or prior to the Merger TimeEffective Time that are qualified as to materiality or Material Adverse Effect and shall have performed or complied with in all material respects with all other material agreements and covenants required to be performed b it under this Agreement at or prior to the Effective Time that are not so qualified, and Company shall have received a certificate of a senior executive officer and a senior financial officer of Buyer to such effect. (c) Parent and Company shall have been furnished with evidence satisfactory to it of the consent or approval of those Persons whose consent or approval shall be required in connection with the Merger Subsidiary have obtained all consents and approvals necessary under any Material Buyer Contract or otherwise required to consummate the transactions contemplated by this Agreement in order that Agreement, except where the transactions contemplated herein shall failure to obtain such consent or approval would not constitute have a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance Material Adverse Effect on any of Parent’s or Merger Subsidiary’s assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting Parent or any license, franchise or permit of or affecting ParentBuyer. (d) Neither Parent No temporary restraining order, preliminary or permanent injunction or other legal or regulatory restraint provision limiting or restricting the conduct or operation of the business of Buyer and its Subsidiaries, following the Merger shall be in effect, nor Merger Subsidiary shall have any obligations or liabilities other than those obligations or liabilities required proceeding brought by law or specifically contemplated by this Agreement and represented to Company in Article 3any Governmental Authority seeking the foregoing be pending. (e) Parent will Company shall have satisfied all received: (i) the Employment Agreements executed by Buyer; (ii) the Stockholders Agreements executed by Buyer; (iii) the Affiliate Agreements executed by Buyer; (iv) an incumbency certificate from the Secretary of Parent’s payment obligations identified on Schedule 3.7Buyer, substantially in the form of Exhibit 6.3(e)(iv) hereto; and (v) a certificate from the Chief Executive Officer and Chief Financial Officer of Buyer, substantially in the form of Exhibit 6.3(e)(v) hereto. (f) There Company shall not have occurred any suspension received a confirmation, as of a date within five Business Days of Closing, of the obligation fairness opinion from Investec Inc. with respect to the fairness to the stockholders of Parent the Company of the Merger Consideration to file reports be received by the Company's stockholders pursuant to the terms and disclosure documentation with conditions of the SECMerger. (g) There The Merger shall not have been any comment or other communication from the SEC to Parent or any of its affiliates or representatives indicating that Parent has been, is or may be, whether as a result of any approved by holders of the transactions contemplated by this Agreement or otherwise, a “shell company” for any duration of time. (h) Parent shall have furnished to Company a certificate majority of the Chief Executive Officer issued and the Chief Financial Officer of Parent, dated as of the Closing Date, in which such officers shall certify that, to their best Knowledge, the conditions set forth in Sections 6.3(a), (b), (c), (d) and (e) have been fulfilledoutstanding Company Common Stock. (i) Parent shall have furnished to Company (i) copies of the resolutions of the Parent Board of Directors approving this Agreement and the Certificate of Merger, the appointment of the directors to serve on Parent’s Board of Directors as of and after the Merger Time, and the transactions contemplated hereby, (ii) a copy of the Certificate of Incorporation of Parent, certified by the Secretary of State of Nevada, and one or more certificates from the Secretary of State of Nevada evidencing the good standing of Parent in such jurisdiction, (iii) an incumbency certificate dated as of the Closing Date executed on behalf of Parent by its corporate secretary certifying the signature and office of each officer of Parent executing this Agreement, the Certificate of Merger or any other agreement, certificate or other instrument executed pursuant hereto by Parent and (iv) a certificate of the corporate secretary of Parent dated as of the Closing Date certifying to Company that copies of the aforementioned resolutions referred to in clause (i) above are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and certifying that the certificates furnished pursuant to clause (ii) above are true, correct and complete as received from such governmental offices. (j) As of the Closing Date, Company will have entered into the Indemnification Agreement, indemnifying and holding harmless Parent against all losses sustained by it in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any act or omission of Company prior to the Merger Time, as further set forth in the Indemnification Agreement. (k) Company shall have received assurance from Parent, satisfactory to Company, (i) that the number of outstanding shares of capital stock of Parent immediately prior to the Merger Time is not greater than 13,077,679 (following the cancellation of certain shares as part of this Merger) shares of Parent Common Stock and zero (0) shares of preferred stock of Parent, and (ii) that none of Parent’s outstanding preferred stock or stock options have been converted or exercised after the Effective Date. (l) Parent shall have received resignations from all of the members of the Company Board, to be effective as of the Merger Time. (m) Company shall have received the Lock-up Agreements. (n) The outstanding indebtedness of Parent shall be equal to or less than $1,500,000, all of which is represented by the promissory notes identified on Schedule 6.3(r) (collectively the “Carryover Notes”).