Common use of Company’s Conditions Precedent Clause in Contracts

Company’s Conditions Precedent. The obligation of Company to cede the Policy Liabilities as contemplated by Article II hereunder as of the Coinsurance Effective Date is subject to the satisfaction or, at Company’s sole option, waiver of, the following conditions as of the Coinsurance Effective Date: (i) The representations and warranties of Reinsurer contained in this Agreement shall be true and correct in all material respects (but without regard to any materiality or material adverse effect qualifications contained in any specific representation or warranty), except that any such representations and warranties that are given as of a particular date and which relate solely to a particular date or period shall be true and correct in all material respects as of such date or period, (ii) Reinsurer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Reinsurer on or prior to the Coinsurance Effective Date, and (iii) the parties shall have established the U.S. Trust Agreement. (b) There shall not have been any action taken by the Governmental Authority prohibiting or making illegal the transactions contemplated by this Agreement. (c) No action, suit or proceeding shall have been instituted and be continuing or be threatened in writing by the Governmental Authority or any other Person or entity to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, that has or is reasonably likely to have a material adverse effect on the Policies or the business, property, prospects, results of operations or financial condition of Company. (d) Reinsurer is developing its own group lifetime benefit term life insurance product which is similar to the Policies reinsured hereunder. Reinsurer shall designate Vision Financial as its third party administrator, and shall enter into an agreement regarding the provision of administrative services for such products no later than February 1, 2013.

Company’s Conditions Precedent. (a) The obligation obligations of the Company to cede complete the Policy Liabilities as transactions contemplated by Article II hereunder as of the Coinsurance Effective Date is herein are subject to the satisfaction or, fulfilment prior to or at Company’s sole option, waiver of, the Time of Closing of each of the following conditions as of the Coinsurance Effective Dateconditions: (i) The receipt by the Company of all required Governmental Approvals or approvals of other Persons (including but not limited to the CSE) of the transactions contemplated by this Agreement (the "Company Required Approvals"); (ii) the representations and warranties of Reinsurer contained in made by the Strategic Investor under this Agreement shall be true and correct in all material respects (but without regard to any materiality or material adverse effect qualifications contained in any specific representation or warranty), except that any such representations and warranties that are given as of a particular date and which relate solely to a particular date or period shall be true and correct in all material respects as of the Time of Closing, other than those representations and warranties which are qualified by materiality, which shall be true in all respects as of the Time of Closing, provided that those representations and warranties which are expressly made only as of an earlier fixed date will be assessed only as of such date or period, earlier date; (iiiii) Reinsurer the Strategic Investor shall have performed and complied in all material respects with all covenants and agreements required by this Agreement herein agreed to be performed or complied with caused to be performed by Reinsurer on or prior to the Coinsurance Effective Date, and it; (iiiiv) the parties no action shall have established the U.S. Trust Agreement. (b) There shall not have been any action taken by the any Governmental Authority Entity prohibiting or making illegal the transactions execution and delivery of this Agreement or any transaction contemplated by this Agreement.; (cv) No no action, suit or proceeding shall have been instituted and be continuing or be threatened in writing by the Governmental Authority or any other Person or entity to restrain, modify or prevent the carrying out consummation of the transactions contemplated herebyby this Agreement; (vi) the Strategic Investor shall have filed, or cause to seek damages be filed, with the CSE, if applicable, any personal information forms required to be filed in connection with such transactionsrespect of the Strategic Investor's purchase of the Units; and (vii) no change, that has fact or is reasonably likely to circumstance shall have a material adverse effect on occurred in the Policies or the businessaffairs, propertyoperations, prospects, results of operations business or financial condition of the Strategic Investor that the Company determines, in its sole discretion, has or could reasonably be expected to have a Material Adverse Effect on the Strategic Investor or its ability to fully consummate the transactions contemplated by this Agreement; and (viii) the delivery of all documents and consideration required to be delivered to the Company by the Strategic Investor pursuant to ARTICLE 7, to the satisfaction of the Company, acting reasonably. (db) Reinsurer is developing its own group lifetime benefit term life insurance product which is similar In case any of the foregoing conditions cannot be fulfilled on or before the Outside Date to the Policies reinsured satisfaction of the Company, acting reasonably, the Company may terminate this Agreement by notice to the Strategic Investor and in such event the Strategic Investor and the Company shall be released from all obligations hereunder. Reinsurer shall designate Vision Financial as ; provided, however, that any such conditions may be waived in whole or in part by the Company without prejudice to its third party administratorrights of termination in the event of the nonfulfillment of any other condition or conditions, and that the Closing of the transactions contemplated by this Agreement shall enter into an agreement regarding the provision be deemed to be a waiver of administrative services for such products no later than February 1, 2013any unfulfilled conditions.

Company’s Conditions Precedent. The obligation of Company to cede the Policy Liabilities as contemplated by Article II hereunder as of the Coinsurance Effective Date is subject to the satisfaction or, at Company’s sole option, waiver of, the following conditions as of the Coinsurance Effective Date: (i) The representations and warranties of Reinsurer contained in this Agreement shall be true and correct in all material respects (but without regard to any materiality or material adverse effect qualifications contained in any specific representation or warranty), except that any such representations and warranties that are given as of a particular date and which relate solely to a particular date or period shall be true and correct in all material respects as of such date or period, and (ii) Reinsurer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Reinsurer on or prior to the Coinsurance Effective Date, and (iii) the parties shall have established the U.S. Trust Agreement. (b) There shall not have been any action taken by the Governmental Authority prohibiting or making illegal the transactions contemplated by this Agreement. (c) No action, suit or proceeding shall have been instituted and be continuing or be threatened in writing by the Governmental Authority or any other Person Xxxxxx or entity to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, that has or is reasonably likely to have a material adverse effect on the Policies or the business, property, prospects, results of operations or financial condition of Company. (d) Reinsurer is developing its own group lifetime benefit term life insurance product which is similar to the Policies reinsured hereunder. Reinsurer shall designate Vision Financial as its third party administrator, and shall enter into an agreement regarding the provision of administrative services for such products no later than February 1, 2013.

Company’s Conditions Precedent. (a) The obligation obligations of the Company to cede complete the Policy Liabilities as transactions contemplated by Article II hereunder as of the Coinsurance Effective Date is herein are subject to the satisfaction or, fulfilment prior to or at Company’s sole option, waiver of, the Time of Closing of each of the following conditions as of the Coinsurance Effective Dateconditions: (i) The receipt by the Company of all required Governmental Approvals or approvals of other Persons (including but not limited to the CSE) of the transactions contemplated by this Agreement (the “Company Required Approvals”); (ii) the representations and warranties of Reinsurer contained in made by the Strategic Investor under this Agreement shall be true and correct in all material respects (but without regard to any materiality or material adverse effect qualifications contained in any specific representation or warranty), except that any such representations and warranties that are given as of a particular date and which relate solely to a particular date or period shall be true and correct in all material respects as of the Time of Closing, other than those representations and warranties which are qualified by materiality, which shall be true in all respects as of the Time of Closing, provided that those representations and warranties which are expressly made only as of an earlier fixed date will be assessed only as of such date or period, earlier date; (iiiii) Reinsurer the Strategic Investor shall have performed and complied in all material respects with all covenants and agreements required by this Agreement herein agreed to be performed or complied with caused to be performed by Reinsurer on or prior to the Coinsurance Effective Date, and it; (iiiiv) the parties no action shall have established the U.S. Trust Agreement. (b) There shall not have been any action taken by the any Governmental Authority Entity prohibiting or making illegal the transactions execution and delivery of this Agreement or any transaction contemplated by this Agreement.; (cv) No no action, suit or proceeding shall have been instituted and be continuing or be threatened in writing by the Governmental Authority or any other Person or entity to restrain, modify or prevent the carrying out consummation of the transactions contemplated herebyby this Agreement; (vi) the Strategic Investor shall have filed, or cause to seek damages be filed, with the CSE, if applicable, any personal information forms required to be filed in connection with such transactionsrespect of the Strategic Investor’s purchase of the Units; and (vii) no change, that has fact or is reasonably likely to circumstance shall have a material adverse effect on occurred in the Policies or the businessaffairs, propertyoperations, prospects, results of operations business or financial condition of the Strategic Investor that the Company determines, in its sole discretion, has or could reasonably be expected to have a Material Adverse Effect on the Strategic Investor or its ability to fully consummate the transactions contemplated by this Agreement; and (viii) the delivery of all documents and consideration required to be delivered to the Company by the Strategic Investor pursuant to ARTICLE 7, to the satisfaction of the Company, acting reasonably. (db) Reinsurer is developing its own group lifetime benefit term life insurance product which is similar In case any of the foregoing conditions cannot be fulfilled on or before the Outside Date to the Policies reinsured satisfaction of the Company, acting reasonably, the Company may terminate this Agreement by notice to the Strategic Investor and in such event the Strategic Investor and the Company shall be released from all obligations hereunder. Reinsurer shall designate Vision Financial as ; provided, however, that any such conditions may be waived in whole or in part by the Company without prejudice to its third party administratorrights of termination in the event of the nonfulfillment of any other condition or conditions, and that the Closing of the transactions contemplated by this Agreement shall enter into an agreement regarding the provision be deemed to be a waiver of administrative services for such products no later than February 1, 2013any unfulfilled conditions.

Company’s Conditions Precedent. The obligation obligations of the Company to cede effectuate the Policy Liabilities as contemplated by Article II hereunder as of the Coinsurance Effective Date Closing is subject to the satisfaction orfulfillment, at Company’s sole optionprior to the date of Closing, waiver of, of each of the following conditions as (any one or more of which may be waived by the Coinsurance Effective Date:Company unless such condition is a requirement of law). (ia) The All representations and warranties of Reinsurer the Target and the Target Controlling Stockholder contained in this Agreement shall be true and correct in all material respects (but without regard to any materiality or material adverse effect qualifications contained of the other Target Transaction Documents and/or in any specific representation written statement, schedule or warranty), except that any such representations and warranties that are given as of a particular date and which relate solely to a particular date other documents delivered pursuant hereto or period in connection with the transactions contemplated hereby shall be true and correct in all material respects as of such the date or period, hereof. (iib) Reinsurer The Target and the Target Controlling Stockholder shall have performed and complied in all material respects with all covenants and other agreements required by (or contained in) this Agreement and the other Target Transaction Documents to be performed or complied with or by Reinsurer on or them prior to or at the Coinsurance Effective Date, and (iii) the parties shall have established the U.S. Trust Agreement. (b) There shall not have been any action taken by the Governmental Authority prohibiting or making illegal the transactions contemplated by this AgreementClosing. (c) No action, suit suit, proceeding or proceeding investigation shall have been instituted against any of the Target and the Target Controlling Stockholder, and be continuing before a court or before or by a governmental body or agency, and be threatened unresolved, to restrain or to prevent or to obtain damages in writing by the Governmental Authority or any other Person or entity to restrainrespect of, modify or prevent the carrying out of the transactions contemplated hereby, hereby or which might materially and adversely affect the rights of the Company to seek damages consummate the transactions contemplated hereby and in connection with such transactions, that has or is reasonably likely to have a material adverse effect on the Policies or the business, property, prospects, results of operations or financial condition of Companyother Target Transaction Documents. (d) Reinsurer is developing its own group lifetime benefit term life insurance product which is similar Each of the Target and the Target Controlling Stockholder shall have obtained all approvals and consents to consummate this Agreement and the transactions to be consummated at or immediately following the Closing, in accordance with all applicable laws, rules and regulations. (e) The Company shall have entered into in form and substance satisfactory to the Policies reinsured hereunder. Reinsurer shall designate Vision Financial Company (i) a termination agreement (the “Termination Agreement”) by and among the Target Controlling Shareholder, Target and the Target Minority Stockholders pursuant to which the Common Share Purchase Agreement dated as of January 31, 2017 by and between the Target, the Target Controlling Stockholder and the Target Minority Stockholders including, but not limited to, the “Summary Proposal Term for Additional Funding” attached thereto is terminated in its third party administratorentirety as of the Closing Date except for Sections 1, 2, 3, 5.1, 5.2, 5.10 and 5.13 therein, (ii)the Royalty Agreement, (iii) an intellectual property transfer agreement with Target and the Target Controlling Shareholder transferring to the Target all of the Target Controlling Stockholder’s Intellectual Property set forth in Schedule 2.2(k)(i) hereto (the “IP Assignment Agreement”), and (iv) the Target entering into the Royalty Agreement. (f) The Target shall enter into have delivered to the Company an agreement regarding officer’s and secretary’s certificate, dated as of the provision Closing Date, certifying as to the (A) incorporation and good standing of administrative services for the Target in the State of Delaware based upon a certificate issued by the Secretary of State of the State of Delaware as of a date within thirty (30) days of the Closing Date, (B) the Certificate of Incorporation of the Target, as amended, through the Closing Date, (C) the bylaws of the Target, each as in effect as of the Closing Date (the “By-Laws”), and (D) the accuracy of the representations and warranties of and the satisfaction of all Closing conditions precedent by the Target and the Target Controlling Stockholder. (g) The Company shall have received this Agreement signed by (i) a duly authorized officer of the Target, and (ii) each Target Stockholder. (h) The Company shall have received duly executed copies of each of the Target Transaction Documents in form and substance satisfactory to the Company. (i) Substantially contemporaneously with the Closing (i) the Company shall have effectuated the sale of no less than $4,500,000 of shares of Company Common Stock in the Offering at a price of $0.66 per share, (ii) the Company Share Cancellation shall have occurred , and (iii) all officers and directors of the Company shall have resigned except that Mxxxxx Xxxxx shall remain a director, and the Company’s Board of Directors (the “Company Board”) shall have appointed the Target Controlling Stockholder as the Chairman and Chief Executive Officer of the Company. (j) The Company shall have received a unanimous written consent of the Board or Directors of the Target approving this Agreement, the other Target Transaction Documents, the transactions contemplated herein and therein and such products no later than February 1, 2013related matters. (k) The Target and each Target Stockholder shall have taken all actions and delivered all documents as so requested by them pursuant to Section 1 hereof including the delivery to the Company of stock certificates representing all shares of Target Stock owned by such Persons as set forth on Schedule A.

Company’s Conditions Precedent. The obligation of Company to cede the Policy Liabilities as contemplated by Article II hereunder as obligations of the Coinsurance Effective Date is Company hereunder, including the obligation to complete the issuance and sale of the Purchased Shares, will be subject to the satisfaction orsatisfaction, at Company’s sole optionor before the Closing Time, waiver of, of the following conditions as precedent, each of which is acknowledged to be for the exclusive benefit of the Coinsurance Effective DateCompany and may be waived in whole or in part by the Company in its discretion: (ia) The favourable opinions of Subscriber’s counsel, addressed to the Company and in form and substance satisfactory to the Company and its counsel, acting reasonably, with respect to such matters as the Company and its counsel may reasonably request relating to the Subscriber, Yara Parent and Yara Balderton, certain corporate matters relating thereto and the enforceability of this Agreement, the Guarantee and the Offtake Agreement; (b) the Offtake Agreement and the Guarantee shall be in full force and effect (provided that certain of the obligations of the parties thereunder may be subject to the completion of the Closing) and shall not have been terminated (c) each of the representations and warranties of Reinsurer contained the Subscriber set out in this Agreement Agreement, the representations and warranties of Yara Balderton set out in the Offtake Agreement, and the representations and warranties of Yara Parent set out in the Guarantee shall be true and correct as of the Closing Time in all material respects as though made at and as of such time (but without regard except to any materiality or material adverse effect qualifications contained in any specific representation or warranty), except that any the extent such representations and warranties that are given by their express terms made as of a particular the date of this Agreement or another specific date and time, in which relate solely to a particular date or period case such representations and warranties shall be true and correct in all material respects as of such date or periodand time), and Yara Parent shall have provided to the Company a certificate of an authorized signatory of Yara Parent certifying the same as of the Closing Date; (iid) Reinsurer the Subscriber shall have performed and or complied with, in all material respects with respects, all of its obligations, covenants and agreements required by under this Agreement to be performed or complied with by Reinsurer on at or prior to the Coinsurance Effective DateClosing Time, and (iii) the parties Yara Parent shall have established provided to the U.S. Trust Agreement.Company a certificate of an authorized signatory of Yara Parent certifying the same as of the Closing Date; (be) There all approvals of Governmental Authorities which are necessary to permit the issuance of the Purchased Shares and the completion of the transactions contemplated hereby and by the Offtake Agreement, including the conditional approval of the TSX (which shall not be subject only to customary conditions) shall have been obtained; (f) there shall be no Law, regulatory action, injunction, order or decree which restrains, enjoins or otherwise prohibits the issuance and purchase of the Purchased Shares or any action taken by the Governmental Authority prohibiting or making illegal of the transactions contemplated by this Agreement or the Offtake Agreement. (c) No action, suit and no action or proceeding shall have been instituted and be continuing commenced or be pending or threatened in writing against the Subscriber, the Company or any of their respective affiliates by the any Governmental Authority or any other Person or entity person to restrain, modify enjoin or prevent otherwise prohibit the carrying out completion of any of the transactions contemplated hereby, or to seek damages in connection with such transactions, that has or is reasonably likely to have a material adverse effect on the Policies by this Agreement or the business, property, prospects, results of operations or financial condition of Company.Offtake Agreement; (dg) Reinsurer is developing its own group lifetime benefit term life insurance product which is similar to the Policies reinsured hereunder. Reinsurer Subscriber shall designate Vision Financial have remitted and paid the Purchase Price in accordance with Section 2.3; and (h) the Subscriber shall have prepared, executed and delivered such other documentation as its third party administrator, and shall enter into an agreement regarding the provision of administrative services for such products no later than February 1, 2013Company or any Governmental Authority (including the TSX) may reasonably request.