Common use of Closing Conditions to Closing Clause in Contracts

Closing Conditions to Closing. 3.1 The closing of the transactions contemplated under this Agreement (the “Closing”) shall take place at such place as the Corporation and Lender may mutually agree on February 2, 2005 or such other date as the Corporation and Lender may mutually agree (the “Closing Date”). 3.2 At, or prior to the Closing, upon and in consideration of the transactions contemplated under this Agreement, the Parties agree as follows: (a) the Corporation will execute and deliver to Lender the Note; (b) Neptune Society of America, Inc., Neptune Management Corp., Heritage Alternatives, Inc. and Trident Society, Inc. (collectively referred to as the “Subsidiaries”) will execute and deliver to Lender guarantee agreements, in form satisfactory to Lender, guaranteeing the indebtedness, liabilities and obligations of the Corporation under the Note (the “Guarantees”); (c) the Corporation and the Subsidiaries will execute and deliver to Lender security agreements, in form satisfactory to Lender, securing payment of their indebtedness, liabilities and obligations under the Note and the Guarantees, respectively, and granting to Lender a second priority security interest in all of the Corporation’s and the Subsidiaries’ property now owned or hereafter acquired (the “Security Agreements”); (d) Lender shall wire the Principal Amount (the “Escrow Funds”) into escrow to be held by Xxxxx Xxxxxx Law Corporation, as escrow agent (the “Escrow Agent”), and shall have instructed Escrow Agent to release the Escrow Funds to the Corporation upon the Closing, such funds to represent Lender’s funding of the Principal Amount; (e) The Corporation shall have complied with all of its covenants and agreements contained in this Agreement and all representations and warranties of the Corporation contained in this Agreement shall be true in all material respects; (f) The Corporation shall have furnished to Lender, in form satisfactory to Lender, executed authorizations by the Board of Directors of the Corporation and the Subsidiaries approving and authorizing the transactions contemplated by this Agreement; (g) The Corporation shall have furnished to Lender, in form satisfactory to Lender, executed officers’ certificates of the Corporation and the Subsidiaries in connection with the transactions contemplated by this Agreement (collectively, the “Officers’ Certificates”); and (h) Holder shall have received an opinion of Florida legal counsel for the Corporation, in form and substance reasonably acceptable to Holder, related to the transactions contemplated by this Agreement.

Closing Conditions to Closing. 3.1 The closing Closing on the purchase and sale of the transactions contemplated under Subscriber Shares shall be consummated on (i) such date as the Company accepts the Subscriber’s offer to purchase the Initial Subscription Shares as evidenced by the Company’s counter-execution of the signature page to this Agreement Agreement, and the satisfaction of each of the conditions to closing set forth below (the “Initial Closing”), or (ii) in the event the Company receives a Subscription Notice pursuant to Section 1.1(c) during the applicable Subscription Period, the date set forth in a Subscription Notice, such date not to exceed ten (10) Business Days from the date the Subscription Notice is delivered (in each case, a “Quarterly Closing”, and together with the Initial Closing, each, a “Closing”). This Section 1.2 shall take place at such place as be read to apply separately to each Closing, and the Corporation terms “Closing” and Lender may mutually agree on February 2, 2005 or such other date as the Corporation and Lender may mutually agree (the “Closing Date”). 3.2 At, ” shall apply to each applicable Closing. On or prior to the date of each Closing, upon and in consideration of the transactions contemplated under this Agreement, the Parties agree as followsfollowing shall have occurred: (a) With respect to the Corporation will execute Initial Closing, the Subscriber shall have delivered to the Company a dated and deliver executed signature page to Lender this Agreement, with all blanks required to be completed by the NoteSubscriber properly completed; (b) Neptune Society of AmericaWith respect to each Quarterly Closing, Inc., Neptune Management Corp., Heritage Alternatives, Inc. and Trident Society, Inc. (collectively referred the Subscriber shall have delivered to as the “Subsidiaries”) will execute and deliver to Lender guarantee agreements, in form satisfactory to Lender, guaranteeing Company during the indebtedness, liabilities and obligations applicable Subscription Period for such fiscal quarter of the Corporation under the Note (the “Guarantees”)Company, a Subscription Notice; (c) The Subscriber shall have delivered to the Corporation and Company the Subsidiaries will execute and deliver amount equal to Lender security agreementsthe Subscription Price multiplied by the number of its Initial Subscriber Shares or Quarterly Subscriber Shares, in form satisfactory to Lender, securing payment of their indebtedness, liabilities and obligations under as the Note and the Guarantees, respectively, and granting to Lender a second priority security interest in all of the Corporation’s and the Subsidiaries’ property now owned or hereafter acquired case may be (the “Security AgreementsPurchase Price”), in full, in immediately available funds; (d) Lender The Subscriber shall wire have delivered to the Principal Amount (the “Escrow Funds”) into escrow Company a dated completed and signed Accredited Investor Questionnaire attached as Exhibit B hereto, with all blanks required to be held completed by Xxxxx Xxxxxx Law Corporation, as escrow agent (the “Escrow Agent”), and shall have instructed Escrow Agent to release the Escrow Funds to the Corporation upon the Closing, such funds to represent Lender’s funding of the Principal Amount;Subscriber properly completed; and (e) The Corporation shall have complied with all of its covenants and agreements contained in this Agreement and all representations and warranties of the Corporation contained Any other conditions to Closing set forth in this Agreement shall be true in all material respects; (f) The Corporation shall have furnished to Lender, in form satisfactory to Lender, executed authorizations by the Board of Directors of the Corporation and the Subsidiaries approving and authorizing the transactions contemplated by this Agreement; (g) The Corporation shall have furnished to Lender, in form satisfactory to Lender, executed officers’ certificates of the Corporation and the Subsidiaries in connection with the transactions contemplated by this Agreement (collectively, the “Officers’ Certificates”); and (h) Holder shall have received an opinion of Florida legal counsel for the Corporation, in form and substance reasonably acceptable to Holder, related to the transactions contemplated by this Agreementbeen satisfied or waived.

Closing Conditions to Closing. 3.1 6.1 The closing of the transactions contemplated under this Agreement (the “"Closing”") shall take place at such place as the Corporation and Lender Holder may mutually agree on February 2, 2005 the first Business Day following the Shareholder Approval or on such other date as the Corporation and Lender Holder may mutually agree (the “"Closing Date”"). 3.2 At6.2 The Closing is subject to the satisfaction or waiver, in whole or in part, of each of the following conditions at, or prior to the Closing, upon and in consideration of the transactions contemplated under this Agreement, the Parties agree as follows: (a) the Corporation will execute and deliver to Lender shall have obtained the NoteShareholder Approval; (b) Neptune Society of America, Inc., Neptune Management Corp., Heritage Alternatives, Inc. and Trident Society, Inc. (collectively referred the Corporation shall have furnished to as the “Subsidiaries”) will execute and deliver to Lender guarantee agreementsHolder, in form satisfactory to LenderHolder, guaranteeing executed authorizations by the indebtedness, liabilities and obligations Board of Directors of the Corporation under the Note (the “Guarantees”)"Board") approving and authorizing the transactions contemplated by this Agreement and appointing Brent Lokash, Marco Markin and a third nominee of the Holder's choxxxxx xx xxx Boxxx xxx x xxrm of no less than one year; (c) the Corporation shall have furnished to Holder a certified copy of a resolution of the shareholders of the Corporation creating the Corporation's Class A Shares and the Subsidiaries will execute and deliver Corporation's Class B Shares, along with copies of all corporate registry filings required by the Province of British Columbia in connection therewith; (d) the Corporation shall have furnished to Lender security agreementsHolder, in form satisfactory to LenderHolder, securing payment executed officer's certificates of their indebtedness, liabilities and obligations under the Note Corporation and the Guarantees, respectively, and granting to Lender a second priority security interest Material Subsidiaries in all of connection with the Corporation’s and the Subsidiaries’ property now owned or hereafter acquired (the “Security Agreements”); (d) Lender shall wire the Principal Amount (the “Escrow Funds”) into escrow to be held transactions contemplated by Xxxxx Xxxxxx Law Corporation, as escrow agent (the “Escrow Agent”), and shall have instructed Escrow Agent to release the Escrow Funds to the Corporation upon the Closing, such funds to represent Lender’s funding of the Principal Amountthis Agreement; (e) The the Corporation shall have furnished to Holder a share certificate or share certificates of the Corporation representing the Class A Shares (the "Class A Share Certificate"); (f) the Corporation shall have furnished to Holder a consent from Global confirming as of the Closing Date, the outstanding balance and good standing of the Global Facility and agreeing to the issuance of the Class A Shares and the Class B Shares; (g) the Corporation shall have furnished to Holder a consent from CAPCO Financial Company confirming as of the Closing Date, the outstanding balance and good standing of the CAPCO Facility; (h) the Corporation shall have furnished to Holder an agreement from each beneficial owner of units of the Convertible Debenture Trust Indenture other than Technology Flavors & Fragrances, Inc. (such owners the "Remaining Debentureholders") providing that upon the closing of the Standard Private Placement, the Six Hundred and Seventy Thousand Canadian Dollars ($670,000.00 CDN) outstanding amount of the Convertible Debentures shall be repaid, and the Remaining Debentureholders shall subscribe Five Hundred and Twenty Thousand Canadian Dollars ($520,000.00 CDN) of Common Shares at a price of One Dollar ($1.00) per share; (i) the Corporation shall have furnished to Holder an agreement from Criterion, one of the lenders of the Management Credit Facility providing that upon the closing of the Standard Private Placement the entire amount of the Management Credit Facility shall be repaid, and Criterion shall subscribe for an aggregate $262,230CDN of Common Shares at a price of One Dollar ($1.00) per share; (j) the Corporation shall have furnished to Holder a written amendment to the Criterion Contract providing as follows: (i) Criterion shall receive 25% of its Consulting Fees, as defined in the Criterion Contract, for the balance of 2005 (the "2005 Criterion Reduced Fee Amount"); (ii) the Criterion Contract shall not be terminated without cause until after December 31, 2005 and, subject to paragraph 6.2(j)(iii), thereafter if for any reason the Criterion Contract is terminated by the Corporation, Criterion shall receive severance of Two Hundred Thousand Dollars ($200,000.00) and Stock Options to purchase One Hundred and Fifty Thousand (150,000) Common Shares (collectively, the "Criterion Termination Compensation"); (iii) in the event the 2005 Budgeted Targets are achieved by the Corporation, the Criterion Contract shall continue for 2006 in accordance with the terms of the Criterion Contract, and Criterion shall be paid by March 31, 2006 a bonus equal to 20% of its annual pre-amended Consulting Fees, plus an amount equal to the balance of Criterion's 2005 Consulting Fees not included in the 2005 Criterion Reduced Fee Amount, and if, for any reason whatsoever, the Corporation terminates the Criterion Contract prior to December 31, 2006, the Corporation shall immediately pay Criterion an amount equal to the Criterion Termination Compensation, plus the balance of any Consulting Fees due for any remaining portion of 2006; (k) the Corporation shall have furnished to Holder a written amendment to the Morley Contract providing as follows: (i) Law Corp shxxx xeceive 80% of its Retainer Fees, as defined in the Morley Contract, for the balance of 2005 (the "2005 Law Corp Reduced Xxx Xmount"); (ii) the Morley Contract shall not be terminated without cause until after Xxxxxxer 31, 2005 and, subject to paragraph 6.2(k)(iii), thereafter if for any reason the Morley Contract is terminated by the Corporation, Law Corp shall recexxx xxverance of One Hundred and Fifty Thousand Dollars ($150,000.00) and Stock Options to purchase One Hundred Thousand (100,000) Common Shares (collectively, the "Law Corp Termination Compensation"); (iii) in the event the 2005 Budgeted Targets are achieved by the Corporation, the Morley Contract shall continue for 2006 in accordance with the terms xx xxx Morley Contract, and Law Corp shall be paid by March 31, 2006 a bxxxx xqual to 20% of its annual pre-amended Retainer Fees, plus an amount equal to the balance of Law Corp's 2005 Retainer Fees not included in the 2005 Law Corp Reduced Fee Amount and if, for any reason whatsoever, the Corporation terminates the Morley Contract prior to December 31, 2006, the Corporation shall immxxxxxxly pay Law Corp an amount equal to the Law Corp Termination Compensation, plus the balance of any Retainer Fees due for any remaining portion of 2006; (l) the Corporation shall have furnished to Holder a written amendment to the Koltai Contract providing as follows: (i) Koltai shall receive 80% of his Base Salary, as defined in the Koltai Contract, for the balance of 2005 (the "2005 Koltai Reduced Fee Amount"); (ii) the Koltai Contract shall not be terminated without cause until after December 31, 2005 and, subject to paragraph 6.2(l)(iii), thereafter if for any reason the Koltai Contract is terminated by the Corporation, Koltai shall receive severance of One Hundred and Fifty Thousand Dollars ($150,000.00) and Stock Options to purchase One Hundred Thousand (100,000) Common Shares ("collectively, the Koltai Termination Compensation"); (iii) in the event the 2005 Budgeted Targets are achieved by the Corporation, the Koltai Contract shall continue for 2006 in accordance with the terms of the Koltai Contract, and Koltai shall be paid by March 31, 2006 a bonus equal to 20% of his annual pre-amended Base Salary, plus an amount equal to the balance of Koltai's 2005 Base Salary not included in the 2005 Koltai Reduced Fee Amount and if, for any reason whatsoever, the Corporation terminates the Koltai Contract prior to December 31, 2006, the Corporation shall immediately pay Koltai an amount equal to the Koltai Termination Compensation, plus the balance of any Base Salary due for any remaining portion of 2006; (m) the Corporation shall have furnished to Holder a written amendment to the employment agreement (the "Hamzagic Contract") between Sead Hamzagic ("Hamzagic") and the Corporation dated October 1, 0000 xxxxxxxng xxxx xxe Hamzagic Contract shall not be terminated until after December 31, 2005 and thereafter if for any reason the Hamzagic Contract is terminated by the Corporation, Hamzagic shall receive a payment of Sixty Thousand Dollars ($60,000.00); (n) the Corporation shall have furnished to Holder an executed consulting agreement, with Matt Hoogendoorn (the "Consultant"), effective April 1, 2005, providxxx xx xxxxxxx: (i) the Consultant shall assist the Corporation with accounting, financing and cash-flow management; (ii) the Consultant shall have signing authority on all of the Corporation's or the Material Subsidiary's bank accounts; (iii) the Consultant shall be retained by the Corporation for no less than one (1) year and shall be paid Five Thousand Dollars ($5,000.00) per month and thereafter, subject to renewal with the mutual agreement of the Corporation and the Consultant; (o) the Corporation shall have complied with all of its covenants and agreements contained in this Agreement and all representations and warranties of the Corporation contained in this Agreement shall be true in all material respectstrue; (fp) The the Corporation shall have furnished to LenderHolder an opinion of counsel for the Corporation and each Material Subsidiary, in form reasonably satisfactory to LenderHolder, executed authorizations by the Board of Directors of the Corporation and the Subsidiaries approving and authorizing in connection with the transactions contemplated by this Agreement; (gq) The the Corporation and Holder shall have executed and issued to Brent Lokash Law Corporation a joint direction to pay the Deposit, xxxxx xxxh all interest accrued thereon and less the Corporation's reimbursement of Holder's legal fees in accordance with the provisions of Article 14, to the Corporation; (r) the Corporation shall have taken all action required to make a representative designated by Holder a signatory on all bank accounts owned and operated by the Corporation and the Material Subsidiaries; and (s) Holder shall have furnished to Lender, in form satisfactory the Corporation all such documents or undertakings as are required to Lender, executed officers’ certificates effect the discharge of the Corporation and Security (as defined in the Subsidiaries in connection with the transactions contemplated by this Agreement (collectively, the “Officers’ Certificates”BG Loan Agreement); and (h) Holder shall have received an opinion of Florida legal counsel for the Corporation, in form and substance reasonably acceptable to Holder, related to the transactions contemplated by this Agreement.

Closing Conditions to Closing. 3.1 (a) The closing of the transactions contemplated under this Agreement (the “Closing”) of the Option Liquidity Program shall take place at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the later of (i) the Scheduled Closing Date or (ii) as soon as possible, but in no event later than three Business Days after the satisfaction of the conditions set forth in this Section 9 below (other than conditions that by their nature are to be satisfied and are in fact satisfied at the Closing), or at such other time or place as the Corporation and Lender parties may mutually agree on February 2, 2005 or such other date as the Corporation and Lender may mutually agree (the “Closing Date”). At the Closing, (i) the JPMorgan Options shall be issued and sold by the Company to the Bank as set forth in Section 4 hereof and (ii) the Bank shall pay to the Company the Aggregate Cash Payment as set forth in Section 5 hereof. 3.2 At, (b) The obligations of the Bank to consummate the Transactions shall be subject to the satisfaction at or prior to the Closing, upon and in consideration Closing Date of each of the transactions contemplated under this Agreementfollowing conditions, the Parties agree as followsany of which may be waived in writing: (ai) no Stock Option Liquidity Program Disruption Event shall have occurred and be continuing on the Corporation will execute and deliver to Lender the NoteClosing Date; (bii) Neptune Society of Americathe Company shall have entered into and performed in all material respects its obligations under any Transaction Agreement to which it is a party or is intended to be a party, Inc.which are required to be entered into or performed on or prior to the Closing Date, Neptune Management Corp., Heritage Alternatives, Inc. and Trident Society, Inc. (collectively referred to as except for the “Subsidiaries”) will execute and deliver to Lender guarantee agreements, in form satisfactory to Lender, guaranteeing the indebtedness, liabilities and obligations failure of the Corporation Company to perform any obligations it may have under Section 5(e) of the Note (Registration Agreement before the “Guarantees”)Company discovers or becomes aware of the occurrence of any event or the existence of any condition described in Section 5(e) of the Registration Agreement; (ciii) the Corporation and the Subsidiaries will execute and deliver to Lender security agreements, in form satisfactory to Lender, securing payment of their indebtedness, liabilities and obligations under the Note and the Guarantees, respectively, and granting to Lender a second priority security interest in all of the Corporation’s and the Subsidiaries’ property now owned or hereafter acquired (the “Security Agreements”)no Transaction Agreement shall have been terminated; (div) Lender shall wire the Principal Amount (the “Escrow Funds”) into escrow to be held by Xxxxx Xxxxxx Law Corporation, as escrow agent (the “Escrow Agent”), and shall have instructed Escrow Agent to release the Escrow Funds to the Corporation upon the Closing, such funds to represent Lender’s funding of the Principal Amount; (e) The Corporation shall have complied with all of its covenants and agreements contained in this Agreement and all representations and warranties of by the Corporation contained Company in this Agreement shall be true accurate in all material respects; (f) The Corporation shall have furnished to Lender, in form satisfactory to Lender, executed authorizations by the Board of Directors respects at and as of the Corporation Closing Date as if made at and the Subsidiaries approving and authorizing the transactions contemplated by this Agreement; (g) The Corporation shall have furnished to Lender, in form satisfactory to Lender, executed officers’ certificates as of the Corporation and the Subsidiaries in connection with the transactions contemplated by this Agreement (collectively, the “Officers’ Certificates”)such date; and (hv) Holder no action is taken, or any approval withheld, by any Governmental Authority of competent jurisdiction that would, directly or indirectly, prevent or make it illegal for the JPMorgan Entities to conduct the market transactions described in Section 6(a) herein. (c) The obligations of the Company to consummate the Transactions shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived in writing: (i) no Stock Option Liquidity Program Disruption Event shall have received an opinion of Florida legal counsel for occurred and be continuing on the CorporationClosing Date; (ii) the Bank shall have entered into and performed in all material respects its obligations under any Transaction Agreement to which it is a party or is intended to be a party, in form and substance reasonably acceptable which are required to Holder, related be entered into or performed on or prior to the transactions contemplated Closing Date; (iii) the Bank shall have paid to the Company the Aggregate Cash Payment as set forth in Section 5 hereof; (iv) no Transaction Agreement shall have been terminated; and (v) the representations and warranties by the Bank in this AgreementAgreement shall be accurate in all material respects at and as of the Closing Date as if made at and as of such date.

Closing Conditions to Closing. 3.1 (a) The closing of the transactions contemplated under this Agreement purchase and sale of the UM Partners Units (the “Closing”) shall take place at such place substantially simultaneously with and shall be subject to the consummation of the transactions set forth in the Business Combination Agreement (the “BCA Closing”). The date on which the Closing occurs is referred to as the Corporation and Lender may mutually agree on February 2, 2005 or such other date as the Corporation and Lender may mutually agree (the “Closing Date”). 3.2 At(b) The obligation of each Party to consummate the Closing is subject to the satisfaction (or the waiver in writing by such Party) of the following conditions at or prior to the Closing (or at such other time as otherwise set forth below): (i) the BCA Closing shall occur substantially simultaneously with the Closing; (ii) no Governmental Entity shall have enacted, issued or promulgated any Law that has the effect of making the consummation of the transactions contemplated hereby illegal or of prohibiting or otherwise preventing the consummation of the transactions contemplated hereby; and (iii) no Governmental Entity shall have issued or entered any Order that has the effect of making the consummation of the transactions contemplated hereby illegal or of prohibiting or otherwise preventing the consummation of the transactions contemplated hereby. (c) The obligation of the Buyer to consummate the Closing is subject to the satisfaction (or the waiver in writing by the Buyer) of the following conditions at or prior to the Closing, upon and in consideration of the transactions contemplated under this Agreement, the Parties agree as follows: (ai) Seller shall have delivered to the Corporation will execute Buyer a properly completed and deliver to Lender the Noteduly executed Internal Revenue Service Form W-9; (bii) Neptune Society of America, Inc., Neptune Management Corp., Heritage Alternatives, Inc. and Trident Society, Inc. (collectively referred Seller shall have delivered to as the “Subsidiaries”) will execute and deliver Buyer an assignment with respect to Lender guarantee agreements, in form satisfactory to Lender, guaranteeing the indebtedness, liabilities and obligations all of the Corporation under UM Partners Units in the Note form attached as Exhibit B hereto, duly executed by Seller; (iii) (A) each of the representations and warranties of Seller set forth in Section 2.1 (Organization; Authority; Enforceability), Section 2.2 (Capitalization and Ownership), Section 2.3 (Noncontravention) and Section 2.4 (Brokerage) shall be true and correct in all respects (except for de minimis inaccuracies) on and as of the Effective Date and on and as of the Closing Date (as if made on and as of the Closing Date); and (B) the other representations and warranties set forth in Article 2 shall be true and correct in all material respects on and as of the Effective Date and on and as of the Closing Date (as if made on and as of the Closing Date); provided, that in the case of clause (B), each of the representations and warranties qualified by the term “material,” “material adverse effect” or words of similar import shall be true and correct in all respects on and as of the Effective Date and on and as of the Closing Date (as if made on and as of the Closing Date); and (iv) Seller shall have delivered to the Buyer a duly executed certificate from an authorized Person of Seller in the form attached hereto as Exhibit C (the “GuaranteesSeller Bring-Down Certificate”); (c) the Corporation and the Subsidiaries will execute and deliver to Lender security agreements, in form satisfactory to Lender, securing payment of their indebtedness, liabilities and obligations under the Note and the Guarantees, respectively, and granting to Lender a second priority security interest in all dated as of the Corporation’s and Closing Date, certifying that the Subsidiaries’ property now owned or hereafter acquired (the “Security Agreements”);condition set forth in Section 1.2(c)(iii) hereof with respect to Seller has been satisfied. (d) Lender shall wire The obligation of Seller to consummate the Principal Amount Closing is subject to the satisfaction (or the “Escrow Funds”waiver in writing by Seller) into escrow of the following conditions at or prior to be held by Xxxxx Xxxxxx Law Corporation, as escrow agent the Closing: (i) the “Escrow Agent”), and Buyer shall have instructed Escrow Agent to release paid (A) the Escrow Funds Purchase Price and (B) any accrued and unpaid amount of the Commitment Fee (as defined in the Securities Purchase Agreement) with respect to the Corporation upon period ending on the Closing Date, in each case, in cash by wire transfer of immediately available funds to such bank account as shall be designated by Seller no later than three (3) Business Days prior to the Closing, such funds to represent Lender’s funding of the Principal Amount; (eii) The Corporation shall have complied with all (A) each of its covenants and agreements contained in this Agreement and all the representations and warranties of the Corporation contained Buyer set forth in this Agreement Section 3.1 (Organization; Authority; Enforceability), Section 3.2 (Noncontravention) and Section 3.4 (Brokerage) shall be true and correct in all material respects; respects on and as of the Effective Date and on and as of the Closing Date (fas if made on and as of the Closing Date); provided, that each of the representations and warranties qualified by the term “material,” “material adverse effect” or words of similar import shall be true and correct in all respects on and as of the Effective Date and on and as of the Closing Date (as if made on and as of the Closing Date); and (B) The Corporation the other representations and warranties set forth in Article 3 shall have furnished to Lenderbe true and correct in all respects on and as of the Effective Date and on and as of the Closing Date (as if made on and as of the Closing Date), except, in form satisfactory the case of clause (B), to Lender, executed authorizations by the Board extent such failure of Directors any representation or warranty to be so true and correct has not had or would not be reasonably expected to have a material adverse effect upon the ability of the Corporation Buyer to perform its obligations and the Subsidiaries approving and authorizing to consummate the transactions contemplated by this Agreement; (g) The Corporation shall have furnished to Lender, in form satisfactory to Lender, executed officers’ certificates of the Corporation and the Subsidiaries in connection with the transactions contemplated by this Agreement (collectively, the “Officers’ Certificates”); and (hiii) Holder the Buyer shall have received delivered to Seller a duly executed certificate from an opinion authorized Person of Florida legal counsel for the CorporationBuyer in the form attached hereto as Exhibit D (the “Buyer Bring-Down Certificate”), dated as of the Closing Date, certifying that the condition set forth in form and substance reasonably acceptable to Holder, related Section 1.2(d)(ii) hereof with respect to the transactions contemplated by this AgreementBuyer has been satisfied.

Closing Conditions to Closing. 3.1 The a) Subject to the terms of this Agreement and to the satisfaction of the conditions specified in Sections 5(b) and 5(c), the closing of the transactions contemplated under this Agreement (the “Closing”) shall take place at such place be effective as the Corporation and Lender may mutually agree of 12:01 a.m. on February 2October 15, 2005 2022 or such other date as agreed to by the Corporation and Lender may mutually agree parties (the actual date, the “Closing Date”).. On the Closing Date: 3.2 Ati) Seller and Purchaser shall sign each of the Contracts Assignment and the Bill of Sale; ii) If any item of Equipment is evidenced by a Certificate of Title or a Certificate of Origin and the same is transferrable, or prior Seller shall endorse that original Certificate to confirm transfer to the Closing, upon Purchaser. Purchaser shall receive the original endorsed Certificate and in consideration Seller shall retain a photocopy of that endorsed Certificate; iii) Seller shall sign and deliver the Deeds to confirm transfer to the Purchaser of the transactions contemplated under this Agreement, Leasehold Improvements and Purchaser shall receive the Parties agree original Deeds and Seller shall retain a photocopy of those signed Deeds; iv) Seller shall deliver possession of the Assets to the Purchaser; and v) Purchaser shall pay the Closing Payment to or for the benefit of the Seller as follows: (aA) payment to third party creditors of the Corporation will execute Seller who hold security interests or other liens on any of the Assets of all amounts required to secure a release and deliver discharge of all of those security interests and liens; and (B) payment to Lender Seller of the Notebalance of the Closing Payment by wire transfer of immediately available funds to an account directed by Sxxxxx; (b) Neptune Society The obligation of America, Inc., Neptune Management Corp., Heritage Alternatives, Inc. and Trident Society, Inc. (collectively referred Purchaser to as the “Subsidiaries”) will execute and deliver close this Agreement is subject to Lender guarantee agreements, in form satisfactory to Lender, guaranteeing the indebtedness, liabilities and obligations satisfaction of each of the Corporation under following conditions on or before the Note date specified for that condition below: i) On or prior to the Closing Date, Purchaser shall have determined from its due diligence inspections and reviews of the Assets that the condition of the Assets is acceptable to Purchaser in its discretion; ii) On or prior to the Closing Date, Purchaser shall have determined from the Commitment that the condition of title to the Leasehold Rights and Leasehold Improvements is acceptable to Purchaser in its discretion; iii) On or prior to the Closing Date, Purchaser shall have secured the approval of the City for a new lease between Purchaser and the City on terms acceptable to Purchaser (the “GuaranteesCity Approval”); iv) On or prior to the Closing Date, Seller shall have secured and delivered to Purchaser all consents (cif any) required for the Corporation assignment and delegation by Seller to Purchaser of the Subsidiaries will execute and deliver to Lender security agreements, in form satisfactory to Lender, securing payment of their indebtedness, liabilities rights and obligations of Seller under the Note Contracts and all approvals required of all governmental or regulatory agencies for the Guarantees, respectively, and granting to Lender a second priority security interest in all transfer of the Corporation’s and the Subsidiaries’ property now owned or hereafter acquired Assets (collectively, the “Security AgreementsRequired Consents”); (dv) Lender On the Closing Date, the Assets will be substantially the same as stated in the most recent balance sheet of the Seller included in Schedule 9, subject to changes in the ordinary course of business and Seller shall wire have paid all obligations and otherwise do all things necessary so that all security interests and other liens encumbering the Principal Amount Assets are terminated and discharged, except to the extent that the same shall be paid off and discharged on the Closing Date pursuant to Section 5(a)(v)(A), above; vi) On the Closing Date, each item of Equipment included in the Assets will be materially in the same physical condition as its physical condition on the Effective Date; vii) On or prior to the Closing Date, Purchaser shall have secured from First American Title Insurance Company (the “Escrow FundsTitle Company”) into escrow to be held by Xxxxx Xxxxxx Law Corporation, as escrow agent a Commitment for Title Insurance (the “Escrow AgentCommitment”), ) committing to issue a Policy of Leasehold Title Insurance (the “Title Policy”) insure to the Purchaser marketable title to the Leasehold Rights and the Leasehold Improvements upon satisfaction of the requirements stated in that Commitment and shall have instructed Escrow Agent delivered such Commitment to release the Escrow Funds Seller not less than ten (10) days prior to the Corporation upon Closing Date, and on or prior to the ClosingClosing Date, such funds to represent Lender’s funding the Seller shall have either satisfied all of the Principal Amountrequirements stated in the Commitment that are expressly the obligation of the Seller or have notified Purchaser that Seller is unable or unwilling to satisfy such requirements and Purchaser shall have paid to the Title Company the premiums required for the issuance of the Title Policy; (eviii) The Corporation On the Closing Date Seller shall have complied be in full material compliance with all each of its covenants and agreements contained commitments in this Agreement; ix) On the Closing Date, the Purchaser shall receive an opinion of counsel to Seller reasonably acceptable to Purchaser regarding such matters as are customarily requested in transactions of this type; x) On the Closing Date, the Seller shall have signed and delivered to the Purchaser its NON-COMPETITION COVENANT attached as Exhibit D; xi) On the Closing Date, the Seller’s representations and warranties in Section 3 shall be true and accurate, except to the extent that any event causing a failure of such representations and warranties to be true and accurate would not have a material adverse effect on the FBO; and xii) Purchaser’s obligation to close this Agreement is subject to Seller having completed, and Purchaser having reasonably approved, all of the Schedules to this Agreement prior to the Closing Date. Purchaser reserves the right to waive any one or more of the above conditions upon notice to Seller. c) The obligation of Seller to close this Agreement is subject to satisfaction of the condition on that, on the Closing Date, Purchaser shall be in full compliance with each of its covenants and commitments in this Agreement and all representations and of Purchaser’s warranties of the Corporation contained in this Agreement shall be true accurate and complete in all material respects; , (fii) The Corporation on or prior to the Closing Date, Purchaser shall have furnished secured the City Approval; and (iii) on or prior to Lenderthe Closing Date, in form satisfactory to Lender, executed authorizations by the Board of Directors of the Corporation and the Subsidiaries approving and authorizing the transactions contemplated by this Agreement; (g) The Corporation Seller shall have furnished secured the Required Consents. Seller reserves the right to Lender, in form satisfactory waive the above condition upon notice to Lender, executed officers’ certificates of the Corporation and the Subsidiaries in connection with the transactions contemplated by this Agreement (collectively, the “Officers’ Certificates”); and (h) Holder shall have received an opinion of Florida legal counsel for the Corporation, in form and substance reasonably acceptable to Holder, related to the transactions contemplated by this AgreementPurchaser.

Closing Conditions to Closing. 3.1 The closing of the transactions contemplated under by this Agreement (the “Closing”) shall take place at such place occur as promptly as reasonably practicable upon satisfaction or waiver, if applicable, of the Corporation and Lender may mutually agree on February conditions set forth in this Section 2, 2005 and in no event later than the Outside Date (as defined below), or such other later date as the Corporation Company and Lender may mutually agree (the “Closing Date”). 3.2 At, or prior Holders of a majority of the aggregate outstanding principal amounts under the Exchanged Notes shall determine by mutual written agreement. The obligations of Company and the Holders hereunder to the Closing, upon and in consideration of consummate the transactions contemplated under by this Agreement, Agreement are subject to the Parties agree as followssatisfaction of each of the following conditions: (a) Each of the Corporation will execute representations and deliver to Lender warranties of each of the Note;Holders and the Company contained in Sections 3 and 4, respectively, of this Agreement shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing. (b) Neptune Society of America, Inc., Neptune Management Corp., Heritage Alternatives, Inc. and Trident Society, Inc. (collectively referred to as the “Subsidiaries”) will execute and deliver to Lender guarantee agreements, in form satisfactory to Lender, guaranteeing the indebtedness, liabilities and obligations Each of the Corporation under Company and each of the Note (Holders shall in all material respects have performed, satisfied and complied with all of its respective covenants, agreements and conditions contained in this Agreement that are required to be performed, satisfied or complied with by it on or before the “Guarantees”);Closing. (c) the Corporation and the Subsidiaries will execute and deliver to Lender security agreements, in form satisfactory to Lender, securing payment of their indebtedness, liabilities and obligations under the Note and the Guarantees, respectively, and granting to Lender a second priority security interest in all Within ten calendar days of the Corporation’s date first written above, the Company shall have solicited and obtained the Subsidiaries’ property now owned or hereafter acquired requisite written consent of its stockholders (the “Security AgreementsMajority Stockholder Approval”) to approve (i) the adoption and filing with the Secretary of State of the State of Delaware the Certificate of Designation and the subsequent issuance of the Shares, and (ii) issuances of more than 20% of the Company’s outstanding shares of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”);, and Class V common stock, $0.0001 par value per share (the “Class V Common Stock” and together with the Class A Common Stock, the “Common Stock”), upon the conversion of the Series C Preferred Stock, exercise of the Pre-Funded Warrants (as defined below) and exercise of the prior warrants issued by the Company to each of the Holders on each of May 15, 2022, August 16, 2022 and November 15, 2022, as required by Nasdaq Listing Rules 5635(b) and 5635(d). Upon receipt of the Majority Stockholder Approval, the Company shall have within ten calendar days prepared and caused to be filed a preliminary information statement in accordance with the requirements of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, once cleared through the U.S. Securities and Exchange Commission (the “SEC”) or the SEC shall not have indicated an intent to comment or commented on such information statement within ten calendar days of such filing, as applicable, shall have immediately after such clearance or expiration of such ten calendar day period, as applicable, filed and mailed a definitive information statement in accordance with the requirements of the rules and regulations promulgated under the Exchange Act. (d) Lender The Majority Stockholder Approval shall wire the Principal Amount (the “Escrow Funds”) into escrow to be held by Xxxxx Xxxxxx Law Corporation, as escrow agent (the “Escrow Agent”), and shall have instructed Escrow Agent to release the Escrow Funds to the Corporation upon the Closing, such funds to represent Lender’s funding of the Principal Amount;become effective. (e) The Corporation Company shall have complied with all obtained the receipt of its covenants and agreements contained in this Agreement any and all representations government and warranties of the Corporation contained other necessary consents in this Agreement shall be true in all material respects; (f) The Corporation shall have furnished to Lender, in form satisfactory to Lender, executed authorizations by the Board of Directors of the Corporation and the Subsidiaries approving and authorizing connection with the transactions contemplated by this Agreement;. (f) The Certificate of Designation shall have been filed with and accepted by the Secretary of State of the State of Delaware. (g) The Corporation Company shall have furnished paid all legal fees and expenses, including, without limitation, the reasonable and documented legal fees and expenses (excluding taxes) incurred by Adage Capital Partners, LP in connection only with the transactions contemplated by this Agreement. (h) The Company and the Holders shall have executed and delivered a Registration Rights Agreement in a form to Lenderbe mutually agreed to by the Company and the Holders. (i) The Class A Common Stock shall continue to be listed, in form satisfactory or the Company shall have used its commercially reasonable efforts to Lenderensure such continued listing, executed officers’ certificates on The Nasdaq Global Market. (j) Within fifteen calendar days of the Corporation date first written above, or if such approval as further described below is not obtained after fifteen calendar days of the date first written above, as soon as reasonably practicable thereafter with the prior written consent of each of the Holders, the transactions contemplated by this Agreement shall have been approved by The Nasdaq Stock Market LLC and The Nasdaq Stock Market LLC shall not have notified the Subsidiaries Company of any issues relating to compliance with its listing rules in connection with the transactions contemplated by this Agreement (collectively, the “Officers’ Certificates”); andthat shall not have been resolved or requested any additional information that shall not have been provided. (hk) Holder Neither the Company nor any of its subsidiaries shall (i) have received experienced a Material Adverse Effect, (ii) have an opinion order for relief entered with respect to it, (iii) have commenced a voluntary case under the U.S. bankruptcy code or under any other similar law now or hereafter in effect, (iv) have consented to the entry of Florida legal counsel an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, (v) have consented to the appointment of or taking possession by a receiver, manager, trustee, examiner or other custodian for all or a substantial part of its property or (vi) have made any assignment for the Corporationbenefit of creditors. (l) The Company shall remain an SEC-registered public company and shall continue to file reports under the Exchange Act, in form and substance reasonably acceptable to Holder, related to the transactions contemplated by this Agreementrules and regulations promulgated thereunder.

Closing Conditions to Closing. 3.1 6.1 The closing of the transactions contemplated under this Agreement (the “Closing”) shall take place at such place as the Corporation and Lender Holder may mutually agree on February 2, 2005 the first Business Day following the Shareholder Approval or on such other date as the Corporation and Lender Holder may mutually agree (the “Closing Date”). 3.2 At6.2 The Closing is subject to the satisfaction or waiver, in whole or in part, of each of the following conditions at, or prior to the Closing, upon and in consideration of the transactions contemplated under this Agreement, the Parties agree as follows: (a) the Corporation will execute and deliver to Lender shall have obtained the NoteShareholder Approval; (b) Neptune Society of America, Inc., Neptune Management Corp., Heritage Alternatives, Inc. and Trident Society, Inc. (collectively referred the Corporation shall have furnished to as the “Subsidiaries”) will execute and deliver to Lender guarantee agreementsHolder, in form satisfactory to LenderHolder, guaranteeing executed authorizations by the indebtedness, liabilities and obligations Board of Directors of the Corporation under the Note (the “GuaranteesBoard”)) approving and authorizing the transactions contemplated by this Agreement and appointing Xxxxx Xxxxxx, Xxxxx Xxxxxx and a third nominee of the Holder’s choosing to the Board for a term of no less than one year; (c) the Corporation shall have furnished to Holder a certified copy of a resolution of the shareholders of the Corporation creating the Corporation’s Class A Shares and the Subsidiaries will execute and deliver Corporation’s Class B Shares, along with copies of all corporate registry filings required by the Province of British Columbia in connection therewith; (d) the Corporation shall have furnished to Lender security agreementsHolder, in form satisfactory to LenderHolder, securing executed officer’s certificates of the Corporation and the Material Subsidiaries in connection with the transactions contemplated by this Agreement; (e) the Corporation shall have furnished to Holder a share certificate or share certificates of the Corporation representing the Class A Shares (the “Class A Share Certificate”); (f) the Corporation shall have furnished to Holder a consent from Global confirming as of the Closing Date, the outstanding balance and good standing of the Global Facility and agreeing to the issuance of the Class A Shares and the Class B Shares; (g) the Corporation shall have furnished to Holder a consent from CAPCO Financial Company confirming as of the Closing Date, the outstanding balance and good standing of the CAPCO Facility; (h) the Corporation shall have furnished to Holder an agreement from each beneficial owner of units of the Convertible Debenture Trust Indenture other than Technology Flavors & Fragrances, Inc. (such owners the “Remaining Debentureholders”) providing that upon the closing of the Standard Private Placement, the Six Hundred and Seventy Thousand Canadian Dollars ($670,000.00 CDN) outstanding amount of the Convertible Debentures shall be repaid, and the Remaining Debentureholders shall subscribe Five Hundred and Twenty Thousand Canadian Dollars ($520,000.00 CDN) of Common Shares at a price of One Dollar ($1.00) per share; (i) the Corporation shall have furnished to Holder an agreement from Criterion, one of the lenders of the Management Credit Facility providing that upon the closing of the Standard Private Placement the entire amount of the Management Credit Facility shall be repaid, and Criterion shall subscribe for an aggregate $262,230CDN of Common Shares at a price of One Dollar ($1.00) per share; (j) the Corporation shall have furnished to Holder a written amendment to the Criterion Contract providing as follows: (i) Criterion shall receive 25% of its Consulting Fees, as defined in the Criterion Contract, for the balance of 2005 (the “2005 Criterion Reduced Fee Amount”); (ii) the Criterion Contract shall not be terminated without cause until after December 31, 2005 and, subject to paragraph 6.2(j)(iii), thereafter if for any reason the Criterion Contract is terminated by the Corporation, Criterion shall receive severance of Two Hundred Thousand Dollars ($200,000.00) and Stock Options to purchase One Hundred and Fifty Thousand (150,000) Common Shares (collectively, the “Criterion Termination Compensation”); (iii) in the event the 2005 Budgeted Targets are achieved by the Corporation, the Criterion Contract shall continue for 2006 in accordance with the terms of the Criterion Contract, and Criterion shall be paid by March 31, 2006 a bonus equal to 20% of its annual pre-amended Consulting Fees, plus an amount equal to the balance of Criterion’s 2005 Consulting Fees not included in the 2005 Criterion Reduced Fee Amount, and if, for any reason whatsoever, the Corporation terminates the Criterion Contract prior to December 31, 2006, the Corporation shall immediately pay Criterion an amount equal to the Criterion Termination Compensation, plus the balance of any Consulting Fees due for any remaining portion of 2006; (k) the Corporation shall have furnished to Holder a written amendment to the Xxxxxx Contract providing as follows: (i) Law Corp shall receive 80% of its Retainer Fees, as defined in the Xxxxxx Contract, for the balance of 2005 (the “2005 Law Corp Reduced Fee Amount”); (ii) the Xxxxxx Contract shall not be terminated without cause until after December 31, 2005 and, subject to paragraph 6.2(k)(iii), thereafter if for any reason the Xxxxxx Contract is terminated by the Corporation, Law Corp shall receive severance of One Hundred and Fifty Thousand Dollars ($150,000.00) and Stock Options to purchase One Hundred Thousand (100,000) Common Shares (collectively, the “Law Corp Termination Compensation”); (iii) in the event the 2005 Budgeted Targets are achieved by the Corporation, the Xxxxxx Contract shall continue for 2006 in accordance with the terms of the Xxxxxx Contract, and Law Corp shall be paid by March 31, 2006 a bonus equal to 20% of its annual pre-amended Retainer Fees, plus an amount equal to the balance of Law Corp’s 2005 Retainer Fees not included in the 2005 Law Corp Reduced Fee Amount and if, for any reason whatsoever, the Corporation terminates the Xxxxxx Contract prior to December 31, 2006, the Corporation shall immediately pay Law Corp an amount equal to the Law Corp Termination Compensation, plus the balance of any Retainer Fees due for any remaining portion of 2006; (l) the Corporation shall have furnished to Holder a written amendment to the Koltai Contract providing as follows: (i) Koltai shall receive 80% of his Base Salary, as defined in the Koltai Contract, for the balance of 2005 (the “2005 Koltai Reduced Fee Amount”); (ii) the Koltai Contract shall not be terminated without cause until after December 31, 2005 and, subject to paragraph 6.2(l)(iii), thereafter if for any reason the Koltai Contract is terminated by the Corporation, Koltai shall receive severance of One Hundred and Fifty Thousand Dollars ($150,000.00) and Stock Options to purchase One Hundred Thousand (100,000) Common Shares (“collectively, the Koltai Termination Compensation”); (iii) in the event the 2005 Budgeted Targets are achieved by the Corporation, the Koltai Contract shall continue for 2006 in accordance with the terms of the Koltai Contract, and Koltai shall be paid by March 31, 2006 a bonus equal to 20% of his annual pre-amended Base Salary, plus an amount equal to the balance of Koltai’s 2005 Base Salary not included in the 2005 Koltai Reduced Fee Amount and if, for any reason whatsoever, the Corporation terminates the Koltai Contract prior to December 31, 2006, the Corporation shall immediately pay Koltai an amount equal to the Koltai Termination Compensation, plus the balance of any Base Salary due for any remaining portion of 2006; (m) the Corporation shall have furnished to Holder a written amendment to the employment agreement (the “Hamzagic Contract”) between Xxxx Xxxxxxxx (“Xxxxxxxx”) and the Corporation dated October 1, 2003 providing that the Hamzagic Contract shall not be terminated until after December 31, 2005 and thereafter if for any reason the Hamzagic Contract is terminated by the Corporation, Hamzagic shall receive a payment of their indebtednessSixty Thousand Dollars ($60,000.00); (n) the Corporation shall have furnished to Holder an executed consulting agreement, liabilities with Xxxx Xxxxxxxxxxx (the “Consultant”), effective April 1, 2005, providing as follows: (i) the Consultant shall assist the Corporation with accounting, financing and obligations under cash-flow management; (ii) the Note and the Guarantees, respectively, and granting to Lender a second priority security interest in Consultant shall have signing authority on all of the Corporation’s and or the Subsidiaries’ property now owned or hereafter acquired (the “Security Agreements”)Material Subsidiary’s bank accounts; (diii) Lender the Consultant shall wire be retained by the Principal Amount Corporation for no less than one (the “Escrow Funds”1) into escrow to be held by Xxxxx Xxxxxx Law Corporation, as escrow agent (the “Escrow Agent”), year and shall have instructed Escrow Agent be paid Five Thousand Dollars ($5,000.00) per month and thereafter, subject to release renewal with the Escrow Funds to mutual agreement of the Corporation upon and the Closing, such funds to represent Lender’s funding of the Principal AmountConsultant; (eo) The the Corporation shall have complied with all of its covenants and agreements contained in this Agreement and all representations and warranties of the Corporation contained in this Agreement shall be true in all material respectstrue; (fp) The the Corporation shall have furnished to LenderHolder an opinion of counsel for the Corporation and each Material Subsidiary, in form reasonably satisfactory to LenderHolder, executed authorizations by the Board of Directors of the Corporation and the Subsidiaries approving and authorizing in connection with the transactions contemplated by this Agreement; (gq) The the Corporation and Holder shall have executed and issued to Xxxxx Xxxxxx Law Corporation a joint direction to pay the Deposit, along with all interest accrued thereon and less the Corporation’s reimbursement of Holder’s legal fees in accordance with the provisions of Article 14, to the Corporation; (r) the Corporation shall have taken all action required to make a representative designated by Holder a signatory on all bank accounts owned and operated by the Corporation and the Material Subsidiaries; and (s) Holder shall have furnished to Lender, in form satisfactory the Corporation all such documents or undertakings as are required to Lender, executed officers’ certificates effect the discharge of the Corporation and Security (as defined in the Subsidiaries in connection with the transactions contemplated by this Agreement (collectively, the “Officers’ Certificates”BG Loan Agreement); and (h) Holder shall have received an opinion of Florida legal counsel for the Corporation, in form and substance reasonably acceptable to Holder, related to the transactions contemplated by this Agreement.

Closing Conditions to Closing. 3.1 (a) The closing of the transactions contemplated under this Agreement (the “Closing”) of the Option Transfer Program shall take place at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the later of (i) the Scheduled Closing Date or (ii) as soon as possible, but in no event later than three Business Days after the satisfaction of the conditions set forth in this Section 9 below (other than conditions that by their nature are to be satisfied and are in fact satisfied at the Closing), or at such other time or place as the Corporation and Lender parties may mutually agree on February 2, 2005 or such other date as the Corporation and Lender may mutually agree (the “Closing Date”). At the Closing, (i) the Participating Options shall be assigned and modified as set forth in Section 4 hereof and (ii) the Bank shall pay to the Company the amounts set forth in Section 5 hereof. 3.2 At, (b) The obligations of the Bank to consummate the Transactions shall be subject to the satisfaction at or prior to the Closing, upon and in consideration Closing Date of each of the transactions contemplated under this Agreementfollowing conditions, the Parties agree as followsany of which may be waived in writing: (ai) no Stock Option Transfer Program Disruption Event shall have occurred and be continuing on the Corporation will execute and deliver to Lender the NoteClosing Date; (bii) Neptune Society of Americathe Company shall have entered into and performed in all material respects its obligations under any Transaction Agreement to which it is a party or is intended to be a party, Inc., Neptune Management Corp., Heritage Alternatives, Inc. and Trident Society, Inc. (collectively referred which are required to as be entered into or performed on or prior to the “Subsidiaries”) will execute and deliver to Lender guarantee agreements, in form satisfactory to Lender, guaranteeing the indebtedness, liabilities and obligations of the Corporation under the Note (the “Guarantees”)Closing Date; (ciii) the Corporation and the Subsidiaries will execute and deliver to Lender security agreements, in form satisfactory to Lender, securing payment of their indebtedness, liabilities and obligations under the Note and the Guarantees, respectively, and granting to Lender a second priority security interest in all of the Corporation’s and the Subsidiaries’ property now owned or hereafter acquired (the “Security Agreements”)no Transaction Agreement shall have been terminated; (div) Lender shall wire the Principal Amount (the “Escrow Funds”) into escrow to be held by Xxxxx Xxxxxx Law Corporation, as escrow agent (the “Escrow Agent”), and shall have instructed Escrow Agent to release the Escrow Funds to the Corporation upon the Closing, such funds to represent Lender’s funding of the Principal Amount; (e) The Corporation shall have complied with all of its covenants and agreements contained in this Agreement and all representations and warranties of by the Corporation contained Company in this Agreement shall be true accurate in all material respects; (f) The Corporation shall have furnished to Lender, in form satisfactory to Lender, executed authorizations by the Board of Directors respects at and as of the Corporation Closing Date as if made at and the Subsidiaries approving and authorizing the transactions contemplated by this Agreement; (g) The Corporation shall have furnished to Lender, in form satisfactory to Lender, executed officers’ certificates as of the Corporation and the Subsidiaries in connection with the transactions contemplated by this Agreement (collectively, the “Officers’ Certificates”)such date; and (hv) Holder no action is taken, or any approval withheld, by any Governmental Authority of competent jurisdiction that would, directly or indirectly, prevent or make it illegal for JPMorgan to conduct the market transactions described in Section 6(a) herein. (c) The obligations of the Company to consummate the Transactions shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived in writing: (i) no Stock Option Transfer Program Disruption Event shall have received an opinion of Florida legal counsel for occurred and be continuing on the CorporationClosing Date; (ii) the Bank shall have entered into and performed in all material respects its obligations under any Transaction Agreement to which it is a party or is intended to be a party, in form and substance reasonably acceptable which are required to Holder, related be entered into or performed on or prior to the transactions contemplated Closing Date; (iii) no Transaction Agreement shall have been terminated; and (iv) the representations and warranties by the Bank in this AgreementAgreement shall be accurate in all material respects at and as of the Closing Date as if made at and as of such date.