Common use of Conditions for the Benefit of the Purchaser Clause in Contracts

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor Vendors and the purchase by the Purchaser of the Purchased Assets Securities is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor Vendors set forth in Section 3.01 will be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor Vendors will have performed or complied with all of the terms, obligations and covenants and conditions of this Agreement to be performed or complied with by the Vendor Vendors at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor Vendors or of officers of the Vendor Vendors as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, obligations and covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor Vendors at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor Vendors herein given are true and correct in all material respects at the Time of Closing; (d) there any government, regulatory or self-regulatory approvals, waiting or suspensory periods (and any extensions thereof), waivers, permits, consents, reviews, sanctions, orders, rulings, decisions, declarations, certificates and exemptions (including those of any stock exchanges or other securities or regulatory authorities) that are necessary to complete the transactions contemplated by this Agreement, including Competition Act Compliance, will have been obtained from all appropriate Governmental Authorities such approvals obtained, received or consents as are required concluded or, in the case of waiting or suspensory periods, expired or been terminated, each on terms and conditions satisfactory to permit the change of ownership of the Purchased Assets contemplated herebyPurchaser, acting reasonably; (e) there will not be in effect or threatened any temporary restraining order, preliminary or permanent injunction, cease trade order or other order, decree or judgment issued by any Governmental Authority or other legal restraint or prohibition, and no action action, suit or proceeding in Canada will be pending have been taken or threatened by any personGovernmental Authority, or Governmental Authority to enjoin, restrict or prohibit challenging the sale and purchase of the Purchased Assets Securities or preventing or restricting the completion of the transactions contemplated herebyby this Agreement; and neither the Fund nor Canadian International LP shall have taken any action that has had, or would reasonably be expected to have, a materially disproportionate effect on the Purchaser in respect of the acquisition or holding of any of the Securities; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets Securities to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) the Purchaser will shall be furnished with such certificates certificates, affidavits or other instruments (including instruments statutory declarations of conveyance with respect to the Purchased Assets) Corporation and of the Vendor or of officers of the Corporation and of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor or by the Corporation, as the case may be, at or prior to the Time of Closing have been performed or and complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets Shares contemplated herebyhereby and to permit the business of the Corporation to be carried on as now conducted; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority person to enjoin, restrict or prohibit prohibit (i) the sale and purchase of the Purchased Assets Shares contemplated hereby; or (ii) the right of the Corporation to conduct the business of the Corporation; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets Shares to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has shall not have been performed or complied with at or prior to the Time of Closing, the PurchaserPurchaser may, without limiting any other right that the Purchaser hasmay have, may at its sole option option, either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will shall be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor New Lorus and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of ClosingShare Purchase Closing Time: (a) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor New Lorus will have performed or complied with all of the terms, obligations and covenants and conditions of this Agreement to be performed or complied with by the Vendor New Lorus at or prior to the Time of ClosingShare Purchase Closing Time; (cb) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) Old Lorus and of the Vendor New Lorus or of officers of the Vendor Old Lorus and of New Lorus as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor New Lorus at or prior to the Share Purchase Closing Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closingwith; (dc) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets Shares contemplated hereby; (ed) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority person to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets Shares contemplated hereby; and; (e) all directors and officers of Old Lorus specified by the Purchaser will resign effective as of the Share Purchase Closing Time or upon the replacement of such of those directors with such persons as may be designated by the Purchaser prior to the Share Purchase Closing Time, as applicable; (f) each of the employees of Old Lorus will have been offered (with a reasonable opportunity for consideration) and will have accepted individual offers of employment with New Lorus effective as of the Effective Time on terms and conditions substantially similar in the aggregate as the terms and conditions of the employment of such employees with Old Lorus in effect immediately prior to the Effective Time (including with respect to benefits); (g) New Lorus and all directors and officers of Old Lorus will release Old Lorus from any and all possible Claims against Old Lorus arising from any act, matter or thing arising at or prior to the Effective Time, such release to be substantially in the form attached hereto as Schedule 5.01(g); (h) all necessary steps and proceedings will have been taken to permit the Purchased Assets Shares to be duly and regularly transferred to and registered in the name of the Purchaser.; (2i) In case any term or covenant each of the Vendor or condition to be performed or complied with for the benefit Material Assignments will have been obtained, copies of the Purchaser at or prior which will have been delivered to the Time of Closing has not been performed or complied with at or prior Purchaser; (j) New Lorus will have delivered payout letters from each lender identified in Schedule 5.01(j) in form satisfactory to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either:acting reasonably; (ak) rescind this Agreement by notice to the Vendor, and in such event the Purchaser New Lorus will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable have delivered to the Purchaser for any Claims incurred a favourable opinion of New Lorus’s counsel in a form satisfactory to the Purchaser and the Purchaser’s counsel, each acting reasonably; (l) each of the Asset Transfer Agreements and the Subsidiary Share Purchase Agreements will have been duly executed and delivered by each of the parties thereto and the Transfer Transactions will have been completed in accordance with the terms thereof; (m) the Escrow Agreement will have been duly executed and delivered by each of the parties thereto; (n) the Access and Tax Cooperation Agreement will have been duly executed and delivered by each of the parties thereto; (o) all of the conditions precedent set forth in Article 11 of the Arrangement Agreement will have been satisfied or waived; (p) the Arrangement will have been approved by the shareholders of Old Lorus in the manner contemplated by the Arrangement Agreement; (q) each of the transactions contemplated by the Arrangement that are necessary or required to occur and become effective prior to or contemporaneously with the transactions that are the subject of this Agreement will have been duly completed; (r) New Lorus will have delivered to the Purchaser the Certificate of Arrangement; and (s) the form and legality of all matters incidental to the sale by New Lorus and the purchase by the Purchaser directly or indirectly as a result of such breachthe Shares will be subject to the approval of the Purchaser’s counsel, acting reasonably.

Conditions for the Benefit of the Purchaser. (1) The sale Purchaser shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date: (a) all of the representations and warranties of the Vendors made in this Agreement shall have been true and correct in all material respects (except for those representations and warranties that are qualified by materiality, in which case such representations and warranties shall have been true and correct) as of the date hereof and shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct) as at the Closing Date with the same effect as if made on and as of the Closing Date (except as contemplated or permitted by this Agreement and except as those representations and warranties may be affected by events or transactions: (i) resulting from the entering of this Agreement; (ii) that would not have a Material Adverse Effect and arise in the Ordinary Course of the Business; or (iii) approved in writing by the Purchaser); (b) the Vendors have complied with or performed in all material respects (except for those obligations, covenants and agreements that are qualified by materiality in which case such terms, covenants and conditions shall have been complied with or performed) all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Vendors on or before the Closing Date; (c) all corporate proceedings required to be taken by the Vendor in connection with the Transactions are satisfactory in form and substance to the Purchaser, and the purchase Purchaser has received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation of the Transactions and the taking of all necessary corporate proceedings in connection therewith; (d) all Permits described in Schedule 5.2(22)(a) of the Disclosure Letter have been obtained, in each case in form and substance satisfactory to the Purchaser and are in full force and effect; (e) all Approvals described in Schedule 5.2(22)(b) of the Disclosure Letter have been obtained, in each case in form and substance satisfactory to the Purchaser and are in full force and effect; (f) there is no injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law or under any Contract; (g) in the opinion of the Purchaser, since the date of this Agreement there has not occurred any event which may have a Material Adverse Effect in respect of the Subsidiaries or of the Business; (h) if the aggregate Working Capital of the Subsidiaries is not equal to or greater than the Target Working Capital; (i) in the opinion of the Purchaser, no Applicable Law has been enacted, introduced or announced which may have a Material Adverse Effect in respect of the Subsidiaries or of the Business; (j) the Purchaser shall be satisfied with the results of its due diligence investigations relating to Subsidiaries, acting reasonably; (k) all consents, waivers, permits, orders and approvals of all Governmental Authorities (including the CSE), any landlord of the Subsidiaries, or other persons necessary to permit the completion of the Transactions shall have been obtained; (l) the Vendor has caused to be delivered to the Purchaser the following: (i) certificates representing the Purchased Shares, accompanied by stock transfer powers duly executed in blank or duly executed instruments of transfer, and all such other assurances, consents and other documents as the Purchaser reasonably requests to effectively transfer to the Purchaser title to the Purchased Shares free and clear of all Encumbrances; (ii) original share registers, share transfer ledgers, minute books and corporate seals (if any) of the Subsidiaries; (iii) all other Books and Records; (iv) a certified copy of a resolution of the boards of directors of the Subsidiaries consenting to the transfer of the Purchased Shares from the Vendor to the Purchaser as contemplated by this Agreement and authorizing the execution, delivery and performance of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Subsidiaries; (v) release by the Vendor as the sole shareholder of the Subsidiaries substantially in the form attached as Schedule 4.1(1)(l)(v); (vi) written resignations of those directors and officers of the Subsidiaries specified by the Purchaser, in each case with effect from the Effective Time, together with releases in favor of the Subsidiaries, the Purchaser and the Parent by those Persons, substantially in the form attached as Schedule 4.1(1)(l)(vi); (vii) the Employment Agreements duly executed by each Key Employee; (viii) evidence relating to the termination of employment of any Employees identified by the Purchaser prior to Closing (the “Terminated Employees”); (ix) in respect of the Vendor: (1) a certificate of good standing; and (2) a certificate of a senior officer certifying: (a) the Constating Documents of the Vendor; (b) the resolutions of the board of directors and shareholders of the Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor; and (c) the incumbency and signatures of the officers of the Vendor executing this Agreement and any other document relating to the Transactions; (3) a certificate of the Vendor in respect of its representations and warranties set out in Section 5.1, in respect of the representations and warranties set out in Section 5.2 and in respect of its covenants and other obligations set out in this Agreement, substantially in the form of Schedule 4.1(1)(l)(ix)(3); (x) an estoppel certificate from each lessee or sublessee, in a form satisfactory to the Purchaser, acting reasonably, setting out the terms of its lease or sublease, confirming that there are no defaults or disputes with respect to such lease or sublease, that there are no outstanding tenant inducements, and that such party claims no right of set-off or abatement; (xi) evidence, satisfactory to the Purchaser of the Purchased Assets is release and discharge of all Encumbrances affecting any of the Assets, other than the Permitted Encumbrances; (xii) the Non-Competition Agreements, duly executed by the parties to those agreements (other than the Purchaser); (xiii) a favourable opinion of applicable counsel to the Vendor, addressed to the Purchaser and dated the Closing Date, in form and substance satisfactory to the Purchaser and the Purchaser’s Counsel as to those matters relating to the Transactions as the Purchaser and the Purchaser’s Counsel may reasonably request, including as to ownership and existence of the Subsidiaries; (xiv) a fairness opinion from its financial advisor, addressed to the board of the Purchaser, to the effect that, as of the date of such opinion and subject to the following conditionsassumptions, which are limitations and qualifications set forth therein, the consideration to be received by the Purchaser pursuant to this Agreement is fair, from a financial point of view, to the Purchaser; and (xv) such other documentation as the Purchaser or Parent reasonably requests on a timely basis in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the Transactions (as to certification and otherwise), in each case in form and substance satisfactory to the Purchaser or Parent, as applicable, acting reasonably. (2) Each of the conditions set out in Section 4.1(1) is for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Vendor, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor Vendors and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor Corporation set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time, and the Purchaser shall have received a closing certificate in customary form by which an appropriate officer of the Corporation to such effect; (b) the Vendor will Corporation shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor Corporation at or prior to the Time of Closing, and the Purchaser shall have received a closing certificate in customary form by which an appropriate officer of the Corporation to such effect; (c) the Purchaser representations and warranties of each of the Vendors set forth in Section 3.02 will be furnished with such certificates or other instruments (including instruments true and correct at the Time of conveyance with respect to the Purchased Assets) Closing, and each of the Vendor Vendors shall have performed or complied with all of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in of this Agreement to have been be performed or complied with by the such Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets Shares contemplated herebyhereby and to permit the business of the Corporation to be carried on by the Purchaser as now conducted; (e) no action or proceeding in Canada will be pending or threatened by any personPerson, government, governmental authority, regulatory body or Governmental Authority agency to enjoin, restrict or prohibit prohibit (i) the sale and purchase of the Purchased Assets Shares contemplated hereby; andhereby or (ii) the right of the Corporation to conduct the business of the Corporation; (f) all directors and officers of the Corporation specified by the Purchaser shall resign; (g) the Vendors and all directors of the Corporation shall release the Corporation from any and all possible claims against the Corporation arising from any act, matter or thing arising at or prior to the Time of Closing; (h) the Vendors shall deliver share certificates representing all of the Shares accompanied by a duly executed stock transfer; (i) all necessary steps and proceedings will have been taken to permit the Purchased Assets Shares to be duly and regularly transferred to and registered in the name of the Purchaser; (j) the Founders and the Purchaser shall have entered into employment letters and agreement(s) related to non-competition, confidentiality and proprietary rights/invention assignment, all in form mutually acceptable to the Founders and the Purchaser; (k) the Vendors will have delivered to the Purchaser a favourable opinion of the Vendors’ counsel substantially in the form set out in Schedule 5.01(1)(k); (l) The Purchaser shall be satisfied in its reasonable discretion with all documents and approvals related to the Amalgamation and shall have received evidence of the filing of the Certificate of Amalgamation, all consistent with the provisions of Section 2.01; (m) the Vendors will have delivered to the Purchaser all additional customary documentation reasonably requested by counsel for the Purchaser; (n) each of the Founders shall have entered into a Non-Competition and Non-Solicitation Agreement in favor of the Purchaser and/or the Corporation in form and substance mutually acceptable to the Founders and the Purchaser; and (o) the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the Shares will be subject to the approval of the Purchaser’s counsel. (2) In case any term or covenant of the Vendor Vendors or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the VendorVendors, and in such event the Purchaser will be released from all obligations hereunder; hereunder or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor Vendors will also be released from all obligations hereunder unless hereunder. (3) The Purchaser hereby acknowledges that the termthird party consents listed in Schedule 5.01(3) and Intervention Agreements from Optionholders other than Xxx Xxxxx, covenant Xxxxx Xxxxx and Xxxxxx Xxxxxxxx have not been obtained at Closing, and notwithstanding any other provision of this Agreement acknowledges and agrees that the Vendors shall not have any liability relating to the failure by the Vendors or condition for which the Corporation to provide such consents or Intervention Agreements prior to Closing. Without limiting the foregoing, within 45 days from the date hereof, the Vendor Representative shall co-operate with the Purchaser has rescinded this Agreement was one that to seek and obtain such third party consents, as well as to obtain duly executed Intervention Agreements from each of the Vendor had covenanted to ensure had been performed or complied withOptionholders other than Xxx Xxxxx, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breachXxxxx Xxxxx and Xxxxxx Xxxxxxxx.

Conditions for the Benefit of the Purchaser. (1) The purchase and sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditionsconditions to be fulfilled or performed, on or before the Closing Date, which conditions are for the exclusive benefit of the Purchaser and which are to may be performed waived, in whole or complied with at or prior to in part, by the Time of ClosingPurchaser in its sole discretion: (a) the The covenants, representations and warranties of the Vendor as set forth in Section 3.01 will 2.1 shall be true and correct at as of the Time of Closing Date with the same force and effect as if such covenants, representations and warranties had been made at on and as of such timedate; (b) the The Vendor will shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at on or prior to the Time of ClosingClosing Date; (c) the The Purchaser will be shall have been furnished with such certificates certificates, affidavits or other instruments (including instruments of conveyance with respect to the Purchased Assets) statutory declarations of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s 's counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at on or prior to the Time of Closing Date have been performed or and complied with and that the representations and warranties of the Vendor herein given are true and correct as at the Time of ClosingClosing Date; (d) there will All necessary steps, proceedings and regulatory notifications and approvals shall have been obtained from all appropriate Governmental Authorities such approvals taken, given or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken received to permit the Purchased Assets Shares to be duly and regularly transferred to the Purchaser, including the granting of exemption orders from applicable securities law requirements on terms acceptable to the Vendor and the Purchaser, acting reasonably, and all 7 -5- conditions required under the exemption orders shall have been satisfied in full; (e) There shall not have occurred any catastrophe of national or international effect, or any event which seriously adversely affects, or will seriously adversely affect, the financial markets in Canada, the United States or Europe; and (f) The Vendor shall deliver or cause to be delivered to the Purchaser share certificates representing the Purchased Shares duly registered in the name of the PurchaserPurchaser or a nominee to be designated by the Purchaser by 09:00 a.m. (Toronto time) on the day before the Closing Date. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at on or prior to the Time of Closing has Date shall not have been performed or complied with at on or prior to the Time of ClosingClosing Date, the PurchaserPurchaser may, without limiting any other right that the Purchaser hasmay have, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) or waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor Selling Companies and the purchase by the Purchaser of the Purchased Assets Shares and Long-term Credits is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) all Consents and Regulatory Approvals shall have been obtained and evidence thereof delivered to the Purchaser; (b) no order or judgment of any court or any Governmental Body shall have been issued or made, no legal proceedings shall have been commenced or threatened and no legal or regulatory requirement shall remain to be satisfied, in any case (i) which has the effect or purpose of making void, unlawful or otherwise prohibiting the purchase and sale of the Purchased Shares or any portion thereof as contemplated herein, (ii) which could adversely affect the right of the Purchaser to acquire or retain the Purchased Shares or (iii) that would have a Material Adverse Effect; (c) no change in the financial condition, business, prospects, operations, Assets or affairs of Minera shall have occurred since December 31, 2007 that would have a Material Adverse Effect; (d) the representations and warranties of the Vendor set forth Selling Companies in Section 3.01 will this Agreement shall be materially true and correct at the Time of Closing with the same force and effect as if made as at and as of such time;time (and, for such purposes, a representation or warranty in section 4.02 will be considered materially true and correct unless the change, occurrence, event, violation, inaccuracy, circumstance or effect causing it not to be true and correct constitutes a Material Adverse Effect and, as a result, in order to avoid a duplicating qualification, references to Material Adverse Effect expressed in the representations and warranties set out in section 4.02 will be disregarded for the purposes of this subsection 3.01(1)); and (be) the Vendor will Selling Companies shall have performed or complied in all material respects with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor them at or prior to the Time of Closing;, including delivery of all items to be delivered by them at Closing pursuant to section 2.05 (and, for such purposes, a term, covenant or condition, other than those contained in section 2.05, will be considered materially performed or complied with unless the non-performance or non-compliance constitutes a Material Adverse Effect). (c2) the Purchaser will If any condition to be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the termsperformed, covenants and conditions contained in this Agreement to have been performed satisfied or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with Selling Companies for the benefit of the Purchaser at or prior to the Time of Closing has shall not have been performed performed, satisfied or complied with at or prior to the Time of Closing, Closing the PurchaserPurchaser may, without limiting any other right that the Purchaser hasit may have, may at its sole option eitheroption: (a) rescind this Agreement by notice to the VendorSelling Companies and, and in such event event, the Purchaser will shall be released from all obligations hereunder; or (b) subject to and without derogating from the provisions of section 7.01, waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if . If the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a)subsection 3.01(2)(a) because a condition was not performed, the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed satisfied or complied with, such rescission shall be without prejudice to each Party’s Claims in which event respect of any breach by the Vendor will be liable other Parties of this Agreement prior to the Purchaser for any date of such rescission, provided however that notwithstanding anything to the contrary in this Agreement (i) the maximum quantum of such Claims shall not in each case exceed the reasonable fees and expenses incurred by the Purchaser directly or indirectly as a result relevant Claimant prior to the date of such breachrescission; and (ii) the limitation in subsection 7.01(3) shall not apply to any such Claims.

Conditions for the Benefit of the Purchaser. (1) The sale transfer by the Vendor and the purchase acquisition by the Purchaser of the Purchased Assets is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at on or prior to before the Time of ClosingClosing Date: (a) the The representations and warranties of the Vendor Vendors and the Shareholders set forth in Section 3.01 will 3.1 shall be true and correct at on the Time of Closing Date with the same force and effect as if made at and as of such time;: (b) The Vendor and the Vendor will Shareholders shall have performed or complied with all of if the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at and the Shareholders of or prior to before the Time of ClosingClosing Date; (c) the The Purchaser will shall be furnished with such certificates certifications, affidavits or other instruments (including instruments of conveyance with respect to the Purchased Assets) statutory declaration of the Vendor or of officers of and the Vendor Shareholders as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at and the Shareholders as the case may be, on or prior to before the Time of Closing Date have been performed or and complied with and that the representations and warranties of the Vendor and the Shareholders herein given are true and correct at on the Time of ClosingClosing Date; (d) there will No material change with respect to the Assets and the Vendor’s Business or the Shareholders shall have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit occurred between the change date of ownership signing of this Agreement and the Purchased Assets contemplated herebyClosing Date; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all All necessary steps and proceedings will shall have been taken to permit completed on order for the Purchased Assets to be duly and regularly transferred to and registered in the name name (f) The execution, delivery and performance by the Vendor of this Agreement and the consummation of the transactions contemplated hereby shall have been duly authorized by all necessary corporate action, including, without limitation, the consent and approval of the requisite number or percentage of directors and Shareholders of the Vendor; (g) The consummation of the transactions contemplated hereby shall have been approved by the applicable foreign investment regulatory agency or commission, and any other applicable government or regulatory authority in Taiwan; (h) The Vendor shall have duly executed and delivered the Xxxx of Sale and General Conveyance and shall have delivered actual and physical possession of the Assets to the Purchaser or TransAKT Taiwan on the direction of the Purchaser.; (2k) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the The Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closingcompletes all due diligence investigation, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any result of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable are satisfactory to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.in its sole discretion; and

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser closing of the Purchased Assets transactions contemplated herein is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor set forth in Section 3.01 will shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) all directors and officers of Vertility or any member thereof specified by the Purchaser will be furnished with such certificates or other instruments shall resign; (including instruments of conveyance with respect to the Purchased Assetsd) of the Vendor or of and all directors, officers of the Vendor as the Purchaser Vertility or the Purchaser’s counsel may reasonably think necessary in order to establish that the termsany member thereof shall release Vertility or any member thereof from any and all possible claims against Vertility or any member thereof arising from any act, covenants and conditions contained in this Agreement to have been performed matter or complied with by the Vendor thing arising at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action there shall be a non-competition agreement entered into between the Purchaser, Vertility or proceeding in any member thereof and the Vendor. (f) the Purchaser shall have obtained a notice from the Minister under the Investment Canada will be pending or threatened by any personAct (Canada) that he is satisfied, or Governmental Authority deemed to enjoinbe satisfied, restrict or prohibit that the sale and purchase transactions contemplated herein are likely to be of net benefit to Canada; (g) the Purchaser shall have given the requisite notice of the Purchased Assets contemplated herebyproposed transaction under the Competition Act (Canada) and any waiting periods prescribed thereunder shall have expired; and (fh) the form and legality of all necessary steps matters incidental to the sale by the Vendor and proceedings will have been taken the purchase by the Purchaser of the Shares shall be subject to permit the Purchased Assets to be duly and regularly transferred to and registered in the name approval of the Purchaser’s counsel. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has shall not have been performed or complied with at or prior to the Time of Closing, the PurchaserPurchaser may, without limiting any other right that the Purchaser hasmay have, may at its sole option option, either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will shall be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless ) and the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted covenanted, pursuant to Section 4.02(2), to ensure had been performed or complied with, in which event the Vendor will shall be liable to the Purchaser for any Claims losses, damages or expenses incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a1) the Vendor shall have provided the Purchaser with the appropriate consents and any other documents that will permit that the Purchaser to use the name “VisualVault Technologies Inc.”; (2) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time; (b3) all issued and outstanding options to purchase common shares of the Corporation shall have been terminated prior to the Time of Closing; (4) all issued and outstanding purchase warrants entitling the holder to purchase common shares of the Corporation shall have been terminated prior to the Time of Closing; (5) the Vendor will have materially performed or complied with all of the terms, obligations and covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c6) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) Corporation and of the Vendor or of officers of the Corporation and of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with in all material respects and that the representations and warranties of the Vendor herein given are true and correct in all material respects at the Time of Closing; (d7) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets Shares contemplated herebyhereby and to permit the business of the Corporation to be carried on as now conducted; (e) 8) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority person to enjoin, restrict or prohibit prohibit: (a) the sale and purchase of the Purchased Assets Shares contemplated hereby; andor (fb) the right of the Corporation to conduct the business of the Corporation; (9) no Material Adverse Effect in respect of the Corporation will have occurred from the date hereof to the Time of Closing; (10) all directors and officers of the Corporation specified by the Purchaser will resign effective at the Time of Closing; (11) the Vendor and all directors, officers of the Corporation will release the Corporation from any and all possible Claims against the Corporation arising from any act, matter or thing arising at or prior to the Time of Closing except those claims arising pursuant to existing rights of indemnity in favour of such persons; (12) the Purchase Agreement shall have closed; (13) all necessary steps and proceedings will have been taken to permit the Purchased Assets Shares to be duly and regularly transferred to and registered in the name of the Purchaser.; and (214) In case any term or covenant the form and legality of all matters incidental to the sale by the Vendor or condition to be performed or complied with for and the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred purchase by the Purchaser directly or indirectly as a result of such breachthe Shares will be subject to the approval of the Purchaser’s counsel, acting reasonably.

Conditions for the Benefit of the Purchaser. (1) The sale Purchaser shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date: all of the representations and warranties of the Vendor made in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as at the Closing Date with the same effect as if made on and as of the Closing Date (except as contemplated or permitted by this Agreement and except as those representations and warranties may be affected by events or transactions (i) resulting from the entering of this Agreement that would not reasonably be expected to have a Material Adverse Effect, or (ii) approved in writing by the Purchaser); the Vendor has complied with or performed in all material respects all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Vendor on or before the Closing Date; there is no injunction or restraining order issued preventing, and no pending or threatened proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law or under any Contract; all Permits and Approvals to permit the completion of the Transactions have been obtained; the Purchaser being satisfied with the results of its continued due diligence investigations concerning the Purchased Assets; since the date of this Agreement there has not occurred any event which may have a Material Adverse Effect; no Applicable Law has been enacted, introduced or announced which may have a Material Adverse Effect; the Vendor has caused to be delivered to the Purchaser the following: (i) a certificate of status of the Vendor; (ii) a certificate of a senior officer of the Vendor certifying: (A) the corporate status of the Vendor; (B) the Constating Documents of the Vendor; (C) the resolutions of the board of directors and/or (if required by Applicable Law) shareholders the Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor; and (iii) all deeds, conveyances, bills of sale, assurances, transfers, assignments, know-how, proprietary information, processes and any other documentation or action which in the opinion of the Purchaser are necessary or reasonably required to transfer the Purchased Assets to the Purchaser with good and marketable title, free and clear of all Encumbrances except for Permitted Encumbrances, in each case duly executed by the Vendor and in form and substance satisfactory to the purchase by Purchaser, acting reasonably; (iv) evidence, of the Purchaser release and discharge of all Encumbrances affecting any of the Purchased Assets is subject Assets, other than the Permitted Encumbrances; (v) a certificate of the Vendor in respect of its representations and warranties set out in Section 5.1 and in respect of its covenants and other obligations set out in this Agreement; (vi) such other documentation as the Purchaser reasonably requests in a timely manner in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the Transactions (as to certification and otherwise), in each case in form and substance satisfactory to the following conditionsPurchaser, which are acting reasonably. Each of the conditions set out in Section 4.1(1) is for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Vendor, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other termcondition. (i) (ii) (iii) (iv) (v) (ix) proceedings in connection with the Transactions (as to certification and otherwise), covenant or in each case in form and substance satisfactory to the Vendor, acting reasonably. (2) Each of the conditions set out in Section 4.2(1) is for the exclusive benefit of the Vendor and the Vendor may waive compliance with any such condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, part by notice in which event the Vendor will be liable writing to the Purchaser for any Claims incurred by the Purchaser directly or indirectly Purchaser, except that no such waiver operates as a result waiver of such breachany other condition.

Conditions for the Benefit of the Purchaser. (1a) The sale by the Vendor Broker and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (ai) the representations and warranties of the Vendor Broker set forth in Section 3.01 7 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (bii) the Vendor Broker will have performed or complied with all of the terms, covenants terms and conditions of this Agreement to be performed or complied with by the Vendor Broker at or prior to the Time of Closing; (ciii) the Purchaser Broker will have delivered or caused to be furnished with such certificates or other instruments (including instruments of conveyance with respect delivered to the Purchased Assets) Purchaser each of the Vendor or of officers of items listed in Section 14(a); (iv) the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to Approval Order will have been performed or complied with granted by the Vendor at or prior to Court; and (v) the Time of Closing Approval Order will not have been performed stayed, varied, set aside or complied with and that the representations and warranties of the Vendor herein given are true and correct appealed at the Time of Closing; (db) there will have been obtained from all appropriate Governmental Authorities such approvals If the condition set out in Section 9(a)(iv) is not satisfied or consents waived on or before the date that is fifteen (15) days after the Acceptance Date (as are required defined herein), the Purchaser may terminate this Agreement by notice in writing to permit the change Broker, in which event the Deposit shall, subject to Section 4 of ownership of this Agreement, be returned to the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit Purchaser and the sale Broker’s and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser’s obligations under this Agreement shall be null and void and of no further force or effect whatsoever. (2c) In case any material term or covenant of the Vendor Broker or material condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option eithereither acting reasonably: (ai) rescind this Agreement by notice to the VendorBroker, and in such event the Purchaser and Broker will each be released from all obligations hereunder; or (bii) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) The sale Purchaser shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date: (a) all of the representations and warranties of the Vendor made in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as at the Closing Date with the same effect as if made on and as of the Closing Date (except as contemplated or permitted by this Agreement and except as those representations and warranties may be affected by events or transactions (i) resulting from the entering of this Agreement that would not reasonably be expected to have a Material Adverse Effect, or (ii) approved in writing by the Purchaser); (b) the Vendor has complied with or performed in all material respects all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Vendor on or before the Closing Date; (c) there is no injunction or restraining order issued preventing, and no pending or threatened proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law or under any Contract; (d) all Permits and Approvals to permit the completion of the Transactions have been obtained; (e) the Purchaser being satisfied with the results of its continued due diligence investigations concerning the Purchased Assets; (f) since the date of this Agreement there has not occurred any event which may have a Material Adverse Effect; (g) no Applicable Law has been enacted, introduced or announced which may have a Material Adverse Effect; (h) the Vendor has caused to be delivered to the Purchaser the following: (i) a certificate of status of the Vendor; (ii) a certificate of a senior officer of the Vendor certifying: (A) the corporate status of the Vendor; (B) the Constating Documents of the Vendor; (C) the resolutions of the board of directors and/or (if required by Applicable Law) shareholders the Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor; and (iii) all deeds, conveyances, bills of sale, assurances, transfers, assignments, know-how, proprietary information, processes and any other documentation or action which in the opinion of the Purchaser are necessary or reasonably required to transfer the Purchased Assets to the Purchaser with good and marketable title, free and clear of all Encumbrances except for Permitted Encumbrances, in each case duly executed by the Vendor and in form and substance satisfactory to the purchase by Purchaser, acting reasonably; (iv) evidence, of the Purchaser release and discharge of all Encumbrances affecting any of the Purchased Assets is subject Assets, other than the Permitted Encumbrances; (v) a certificate of the Vendor in respect of its representations and warranties set out in Section 5.1 and in respect of its covenants and other obligations set out in this Agreement; (vi) such other documentation as the Purchaser reasonably requests in a timely manner in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the Transactions (as to certification and otherwise), in each case in form and substance satisfactory to the following conditionsPurchaser, which are acting reasonably. (i) Each of the conditions set out in Section 4.1(1) is for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Vendor, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor Vendors and the purchase by the Purchaser of the Purchased Assets Shares and the Mezz Debt is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties all covenants of the Vendor set forth in Section 3.01 will be true Vendors and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will have performed or complied with all of the terms, covenants and conditions of Corporation under this Agreement to be performed at or complied with before the Time of Closing will have been duly performed by the Vendor Vendors and the Corporation in all material respects, and the Purchaser will have received a certificate of each of the Vendors and the Corporation addressed to the Purchaser and dated the Closing Date, signed by a senior executive officer of each of the Vendors and the Corporation (on the Vendors’ and the Corporation’s behalf and without personal liability), confirming the same as at or prior to the Time of Closing; (cb) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are Corporation set forth in this Agreement will be true and correct in all material respects (provided that those representations and warranties that are qualified by materiality qualifiers will be true and correct as so qualified) as though made at and as of the Time of Closing (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of that specified date); provided that the Corporation will have the right from time to time prior to the Closing Date to supplement or amend its written disclosure relating to the representations and warranties set forth in Section 3.05 in respect of any matter arising after the date of this Agreement that, if existing at the date of this Agreement, would have been required to be disclosed by the Corporation in writing on or prior to the date hereof to make the applicable representation and warranty true and correct provided that the need for any such supplement or amendment arose solely as a result of an action taken by the Corporation in compliance with its obligations under Section 4.03(1) or Section 4.03(3) of this Agreement; any such supplement or amendment, upon written notice thereof will be effective to modify this Agreement and the Corporation’s previously provided written disclosure, to qualify the representations and warranties in Section 3.05 and to cure any misrepresentation or inaccuracy in the representation and warranty that otherwise might have existed under this Agreement for the purpose of the determination of the satisfaction of the condition of closing set forth in this Section 5.01(b). The Purchaser will have received a certificate of the Corporation addressed to the Purchaser and dated the Closing Date, signed by a senior executive officer of the Corporation (on the Corporation’s behalf and without personal liability), confirming the above as at the Time of Closing. (c) the representations and warranties of the Vendors set forth in this Agreement will be true and correct in all material respects, as though made at and as of the Time of Closing (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of that specified date). The Purchaser will have received a certificate of each of the Vendors addressed to the Purchaser and dated the Closing Date, signed by a senior executive officer of each of the Vendors (on the Vendors’ behalf and without personal liability), confirming the above as at the Time of Closing; (d) there Competition Act Compliance will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated herebyand remain in force; (e) CRTC Approval will have been obtained; (f) TSX Listing Approval will have been obtained; (g) no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) will have been enacted, introduced or tabled which restricts or prohibits any of the transactions contemplated by this Agreement in any material respect; (h) no action or proceeding in Canada will be pending by any person or pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit prohibit: (i) the sale and purchase of the Purchased Assets Shares or the Mezz Debt contemplated herebyby this Agreement; andor (fii) the right of the Corporation and its Subsidiaries to conduct their business; (i) all directors of the Corporation and its Subsidiaries specified by the Purchaser will resign effective at the Time of Closing; (j) the Vendors and all directors of the Corporation and its Subsidiaries will release the Corporation and its Subsidiaries from any and all possible Claims against the Corporation and its Subsidiaries arising from any act, matter or thing arising at or prior to the Time of Closing other than, in the case of the directors, Claims for indemnification made in accordance with (i) the by-laws of the Corporation or its Subsidiaries, (ii) indemnity agreements between any such director and the Corporation and its Subsidiaries, or (iii) the Existing Shareholders Agreement; (k) the purchase and sale of the Woodbridge Shares, Teachers’ Shares, Torstar Shares and the Mezz Debt will be concurrently completed; provided, however, that the Purchaser will cease to have the benefit of this condition and may no longer rely upon it if any Vendor elects not to sell its Purchased Shares or Mezz Debt in accordance with Section 5.04(3); (l) the distribution or transfer of the CTVglobemedia Publishing Shares contemplated by Section 2.01(a) of the Print Agreement will have been completed in accordance with the terms thereof or any Modification (as defined in the Print Agreement); (m) all necessary steps and proceedings will have been taken to permit the Purchased Assets Shares to be duly and regularly transferred to and registered in the name of the Purchaser.; (2n) In case any term or covenant all necessary steps and proceedings will have been taken to provide for the valid assignment to and assumption by the Purchaser of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either:Mezz Debt Agreements; (ao) rescind this Agreement by notice to the Vendor, and in such event the Purchaser Vendors will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable each have delivered to the Purchaser a favourable opinion of such Vendor’s counsel in customary form for any Claims incurred transactions of the nature contemplated by this Agreement in form and substance satisfactory to the Purchaser’s counsel, acting reasonably; and (p) Woodbridge Parent and Woodbridge Holdco will have executed a unanimous shareholder agreement with the Purchaser with respect to CTVglobemedia Publishing on terms satisfactory to Woodbridge Parent, Woodbridge Holdco and the Purchaser (which agreement will be delivered in escrow pending completion of the transactions contemplated by the Purchaser directly or indirectly as a result of such breachPrint Agreement).

Conditions for the Benefit of the Purchaser. (1) The purchase and sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditionsconditions to be fulfilled or performed, on or before the Closing Date, which conditions are for the exclusive benefit of the Purchaser and which are to may be performed waived, in whole or complied with at or prior to in part, by the Time of ClosingPurchaser in its sole discretion: (a) the The covenants, representations and warranties of the Vendor set forth contained in Section 3.01 will this Agreement shall be true and correct at as of the Time of Closing Date with the same force and effect as if such covenants, representations and warranties had been made at on and as of such timedate; (b) The Vendor shall deliver to the Vendor will have performed or complied with all Purchaser a certified copy of the termsresolution of each of the boards of the directors of Mexco, covenants USco and conditions Canco approving the transfer of this Agreement to be performed or complied with by the Vendor at or prior Purchased Shares to the Time of ClosingPurchaser; (c) The share certificates representing the Purchased Shares shall be duly endorsed for transfer to the Purchaser will as contemplated hereby or shall be furnished with such certificates or other instruments (including instruments accompanied by a irrevocable share transfer power of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary attorney duly executed in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with blank by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of ClosingVendor; (d) there will The M&T credit agreement in respect of the M&T Indebtedness shall have been obtained from all appropriate Governmental Authorities such approvals or consents as are required amended to permit the change of ownership satisfaction of the Purchased Assets contemplated Purchaser and the transaction governed thereby shall close immediately following the transactions governed hereby; (e) The employment agreements with each of the Principals shall have been amended pursuant to the employment agreement amending agreements between each of the Principals and the Vendor on terms satisfactory to the Purchaser; (f) The Vendor shall have entered into and duly executed and delivered the Hold Agreement; (g) The Parties shall have entered into and duly executed and delivered the Escrow Agreement; (h) The Principals shall have entered into non-competition and non-solicitation agreements containing the restrictions set forth in Schedule “D” hereto; (i) All Shareholder Advances shall be capitalized and all Director Advances shall be forgiven in the manner set forth in Schedule “E” hereto (the “Reorganization”); (j) As at the Closing Date, no action event or proceeding in Canada will be pending or threatened by any personcondition shall have occurred, or Governmental Authority shall exist, that individually or in the aggregate is or would reasonably be expected to enjoinbe material and adverse to the condition (financial or otherwise), restrict properties, assets, liabilities, obligations, business, operations or prohibit the sale and purchase prospects of the Purchased Assets contemplated herebySubsidiaries; (k) The Addendum shall be terminated; and (fl) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered The Vendor shall deliver a release in the name favour of the Purchaser. (2) In case any term or covenant Subsidiaries of the Vendor or condition all amounts owing to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred it by the Purchaser directly or indirectly as a result Subsidiaries and shall discharge all security in respect of such breachindebtedness.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser closing of the Purchased Assets transactions contemplated herein is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor set forth in Section 3.01 will shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of and all directors, officers of the Vendor as the Purchaser Seller or the Purchaser’s counsel may reasonably think necessary in order to establish that the termsany member thereof shall release Seller or any member thereof from any and all possible claims against Seller or any member thereof arising from any act, covenants and conditions contained in this Agreement to have been performed matter or complied with by the Vendor thing arising at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals shall be a non-competition agreement entered into between the Purchaser, Seller or consents any member thereof and the Vendor substantially in the form attached hereto as are required to permit the change of ownership of the Purchased Assets contemplated herebySchedule “A”; (e) no action or proceeding in the Purchaser shall have obtained a notice from the Minister under the Investment Canada will be pending or threatened by any personAct (Canada) that he is satisfied, or Governmental Authority deemed to enjoinbe satisfied, restrict or prohibit that the sale and purchase transactions contemplated herein are likely to be of the Purchased Assets contemplated herebynet benefit to Canada; and (f) all necessary steps and proceedings will the Purchaser shall have been taken to permit given the Purchased Assets to be duly and regularly transferred to and registered in the name requisite notice of the Purchaserproposed transaction under the Competition Act (Canada) and any waiting periods prescribed thereunder shall have expired. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has shall not have been performed or complied with at or prior to the Time of Closing, the PurchaserPurchaser may, without limiting any other right that the Purchaser hasmay have, may at its sole option option, either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will shall be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless ) and the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted covenanted, pursuant to Section 4.02(2), to ensure had been performed or complied with, in which event the Vendor will shall be liable to the Purchaser for any Claims losses, damages or expenses incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the satisfaction of, or compliance with, at or before the Closing Time (as defined in Article 6), each of the following conditions, each of which are is for the exclusive benefit of the Purchaser and which are to may be performed waived, in whole or complied with at or prior to in part, by the Time of ClosingPurchaser in its sole discretion: (a) the all representations and warranties of the Vendor set forth Shareholders and the Corporation contained in Section 3.01 this Agreement will have been true and correct on the date of this Agreement and will be true and correct at the Closing Time of Closing with the same force and effect as if those representations and warranties had been made at and as of such that time, and the Shareholders and the Corporation will have executed and delivered an officer’s certificate to that effect; (b) no legal or regulatory action or Proceeding shall be pending or threatened by any Person to enjoin, restrict or prohibit the Vendor purchase and sale of the Purchased Shares contemplated hereby; (c) the Purchaser’s completion of its due diligence investigation regarding the Corporation and its business with Purchaser deeming the results of such investigation to be acceptable, as determine in the Purchaser’s sole discretion; (d) the Shareholders, on their own behalf and on behalf of the Corporation, will have affected all filings and notifications and will have obtained all Regulatory Approvals or other third party consents, if any, required to be made by the Shareholders and the Corporation with any regulatory authority having jurisdiction or any other third parties in connection with the transactions contemplated by this Agreement and will have caused the Shareholders and the Corporation to obtain all permits, authorizations, consents and approvals required to be obtained by the Shareholders and the Corporation to consummate the transactions contemplated by this Agreement; (e) at the Closing Time, the Shareholders shall have delivered to the Purchaser, in accordance with Section 2.1, the Purchased Shares; (f) the Shareholders and the Corporation will have performed or complied with all of the terms, obligations and covenants and conditions of contained in this Agreement to be performed or complied with by the Vendor it at or prior to before the Time of Closing; (c) Closing Time, and the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to Shareholders and the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there Corporation will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required executed and delivered an officer’s certificate to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaserthat effect. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor Vendors and the purchase by the Purchaser of the Purchased Assets Shares and the Debt is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of ClosingClosing Date: (a) the representations and warranties of the Vendor Vendors set forth in Section 3.01 will be true and correct at the Time of Closing Date with the same force and effect as if made at and as of such time; (b) the Vendor Vendors will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor Vendors at or prior to the Time of ClosingClosing Date; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor Vendors or of officers of the Vendor Vendors as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor Vendors at or prior to the Time of Closing Date have been performed or complied with and that the representations and warranties of the Vendor Vendors herein given are true and correct at in all material respects on the Time of ClosingClosing Date; (d) there will have been obtained from all appropriate Governmental Authorities and third parties such approvals and consents, or consents exemptions therefrom as are required to permit the change of ownership of the Purchased Assets Shares and Debt contemplated hereby; (e) all necessary approvals of the directors, shareholders and, if necessary, the debt holders of each of the Vendors for the due authorization of the transactions contemplated hereby shall have been obtained; (f) the Purchaser shall have received the unaudited financial statements of the Corporation for the period ending March 31, 2003; (g) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority person to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets Shares and Debt contemplated hereby; and; (fh) all directors of the Corporation specified by the Purchaser will resign as directors; (i) all necessary steps and proceedings will have been taken to permit the Purchased Assets Shares and the Debt to be duly and regularly transferred to and registered in the name of the Purchaser; (j) the Vendors will have delivered to the Purchaser a favourable opinion of the Vendors’ counsel in a form reasonably acceptable to the Purchaser; (k) the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the Shares and the Debt will be subject to the approval of the Purchaser’s counsel acting reasonably; (l) the Purchaser shall be satisfied, acting reasonably, that the assets of the Corporation as set forth in its unaudited financial statements dated March 31, 2003 and delivered to the Purchaser by the Vendors, were owned by the Corporation as at March 31, 2003; and (m) there shall have been no material adverse change to the Business after the date of this Agreement that was not agreed to in writing by the Purchaser. (2) In case any term or covenant of the Vendor Vendors or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing Date has not been performed or complied with at or prior to the Time of ClosingClosing Date, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the VendorVendors, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor Vendors will also be released from all obligations hereunder unless (A) return the termDeposit to the Purchaser, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will and (B) be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breachbreach unless (I) the only condition that was not satisfied was that set forth in Section 5.01(1)(a) and the representation and warranty in respect of which the right of rescission was exercised was true and correct in all material respects, (II) the only condition that was not satisfied was that set forth in Section 5.01(1)(m) and all of the representations and warranties were true and correct in all material respects or (III) the only conditions that were not satisfied were the conditions in Sections 5.01(1)(a) and 5.01(1)(m) and all of the representations and warranties were true and current in all material respects, in which events the Vendors will (x) be entitled to keep the Deposit, and (y) be released from all obligations hereunder.

Conditions for the Benefit of the Purchaser. (1) The sale obligation of Purchaser to consummate the transactions contemplated by the Vendor and the purchase by the Purchaser of the Purchased Assets this Agreement is subject to the following conditionssatisfaction or waiver, which are for on or before the exclusive benefit Funding Date, of the Purchaser following conditions and which are to be performed or complied with at or prior to the Time of Closingdeliveries: (a) All of the representations and warranties of the Vendor set forth Vendor, the Company and 408446 contained in Section 3.01 will this Agreement shall be true true, correct and correct at complete on and as of the Time of Closing Funding Date with the same force and effect as if though such representations and warranties had been made at on and as of such time; (b) the Vendor will have performed or complied with date; all of the terms, covenants covenants, agreements and conditions of this Agreement to be complied with, performed or complied with satisfied by the Vendor at Vendor, the Company and 408446 on or prior before the Funding Date shall have been duly complied with, performed or satisfied; and a certificate to the Time foregoing effects dated the Funding Date and signed on behalf of Closingthe Vendor, the Company and 408446 and shall have been delivered to Purchaser; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or provision challenging Purchaser's proposed acquisition of the Shares, or limiting or restricting Purchaser's conduct or operation of the business of the Company (or its own business) following the transactions contemplated by this Agreement shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; (c) the Purchaser will There shall be furnished with such certificates no action, suit, claim or other instruments (including instruments proceeding of conveyance with respect to the Purchased Assets) of the Vendor any nature pending or of officers of the Vendor as the threatened against Purchaser or the Purchaser’s counsel may reasonably think necessary Vendor, the Company or 408446 their respective properties or any of their officers or directors, that could materially and adversely affect the business, assets, liabilities, financial condition, results of operations or prospects of the Company. A certificate in order respect of the Vendor, the Company and 408446 to establish that the termsforegoing effect dated the Funding Date and signed on behalf of the Vendor, covenants the Company and conditions contained in this Agreement to 408446 shall have been performed or complied with by the Vendor at or prior delivered to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of ClosingPurchaser; (d) there will There shall have been obtained from all appropriate Governmental Authorities such approvals no material adverse changes in the business, operations, affairs, prospects, properties, assets, existing and potential liabilities, obligations, profits or consents as are required to permit the change of ownership condition (financial or otherwise) of the Purchased Assets contemplated herebyCompany, taken as a whole, since the Balance Sheet Date except those that affect the industry generally; and Purchaser shall have received a certificate signed by the Vendor, the Company and 408446 dated the Funding Date to such effect; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase The Purchaser shall have received (i) a copy of the Purchased Assets contemplated herebyarticles of incorporation of the Company and 408446 certified by an appropriate authority in the jurisdiction of its incorporation and (ii) a copy of the bylaws of the Company and 408446 certified by a duly authorized officer of the Company, and such documents shall be in form and substance reasonably acceptable to the Purchaser; (f) Purchaser shall have received from the Company completed interim financial statements for the period ending on February 28, 1999 in a form reasonably satisfactory to Purchaser; (g) The Purchaser shall have received a certificate (the "Closing Financial Certificate"), dated as of the Funding Date, signed on behalf of the Company and by the Vendor, setting forth: (i) the revenue of the Company for the fiscal year ended July 31, 1998 and the period ended February 28, 1999; (ii) the earnings of the Company before interest and taxes and bonuses, adjusted to reflect the add-back of certain non-recurring costs, for the fiscal year ended July 31, 1998 and the period ended February 28, 1999; (iii) The sum of the Company's total outstanding interest bearing indebtedness to banks, and all other financial institutions and creditors (in each case including the current portions of such indebtedness, but excluding any amounts payable pursuant to Section 3.1(b) hereof and Section 3.1(b) of the Remenda Agreement, and any amounts payable to the Vendor, Remenda and 517244, and their Affiliates, any income taxes payable from the Balance Sheet Date on earnings, operating leases, trade payables and other accounts payable incurred in the ordinary course of the Company's business consistent with past practice) as of the Funding Date. (h) Vendor shall have entered into an employment agreement with the Purchaser in the form set forth in Schedule 1.1(t) hereof prior to the Funding Time; (i) the Company shall have entered into a lease with the registered owner(s) of the Sundog Premises on the terms set forth in Schedule 7.1(i) hereof prior to or contemporaneous with the Funding Time and each of such leases shall be registered by way of caveat against the certificates of title to the Sundog Premises and in the event that any mortgage, encumbrance or financial charge exists, then the holder of each such mortgage, encumbrance or financial charge shall have executed and delivered to the Company a non-disturbance agreement in form and content acceptable to the Purchaser; (j) Remenda shall have signed the Remenda Agreement; and (fk) The Vendor, the Company and 408446 shall have made all necessary steps and proceedings will have been taken to permit deliveries as are called for by this Agreement. The Purchaser shall be fully satisfied in its sole discretion with the Purchased Assets to be duly and regularly transferred to and registered in the name results of its review of all of the Purchaser. Schedules, whether delivered before or after the execution hereof, and such deliveries, and its review of, and other due diligence investigations with respect to, the business, operations, affairs, prospects, properties, assets, existing and potential liabilities, obligations, profits and condition (2financial or otherwise) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breachCompany.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is transactions contemplated herein are subject to the following conditionsconditions to be fulfilled or performed on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and which are to may be performed waived, in whole or complied with at or prior to in part, by the Time of ClosingPurchaser in its sole discretion: (a) the Purchaser shall have appointed to its board of directors the following five persons: Xxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxx, and Xxxx Xxxxxx; (b) the representations and warranties of ETS contained in this Agreement shall have been true and correct as of the Vendor set forth in Section 3.01 will date of this Agreement and shall be true and correct at as of the Time of Closing Date with the same force and effect as if such representations and warranties had been made at on and as of such timethe Closing Date, save and except in any case which would not have a Material Adverse Effect; (bc) the Vendor will ETS shall have performed performed, fulfilled or complied with with, in all material respects, all of the termsits obligations, covenants and conditions of agreements contained in this Agreement to be performed fulfilled or complied with by the Vendor ETS at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of ClosingDate; (d) there will all required approvals, consents and authorizations of third parties in respect of the transactions contemplated herein, including without limitation all necessary regulatory approvals, shall have been obtained from all appropriate Governmental Authorities such approvals or consents as are required on terms acceptable to permit the change of ownership of the Purchased Assets contemplated herebyPurchaser acting reasonably; (e) all proceedings, including all necessary corporate proceedings, to be taken in connection with the transactions contemplated in this Agreement shall be satisfactory in form and substance to the Purchaser, acting reasonably, and the Purchaser shall have received copies of all instruments and other evidence as it may reasonably request in order to establish the closing of such transactions and the taking of all necessary proceedings in connection therewith; (f) no action or proceeding in Canada will shall be pending or threatened by any personPerson (other than the Purchaser) in any jurisdiction, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase any of the Purchased Assets transactions contemplated hereby; and (f) all necessary steps by this Agreement or the right of ETS to conduct its business after the Closing Date on substantially the same basis as operated immediately prior to the date hereof and proceedings will no action, suit or legal proceeding shall have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser.before or by any Governmental Entity or by any Person that would, if successful, have a Material Adverse Effect on ETS; (2g) In case since the date of this Agreement, there shall have been no Material Adverse Effect with respect to ETS, or any term event, occurrence or covenant development, including the commencement of the Vendor any action, suit or condition other legal proceeding which would reasonably be expected to be performed or complied with for the benefit of have a Material Adverse Effect on ETS; and, (h) the Purchaser at or prior to the Time shall have received a certificate of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable ETS addressed to the Purchaser for any Claims incurred and dated the Closing Date, signed on behalf of ETS by a senior executive officer of ETS, confirming that the Purchaser directly or indirectly as a result of such breachconditions in this Section 11.1 have been satisfied.

Conditions for the Benefit of the Purchaser. (1) The sale Purchaser shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date: (a) all of the representations and warranties of the Vendor made in or pursuant to this Agreement which are not qualified as to materiality shall be true and correct in all respects and those qualified as to materiality shall be true and correct in all material respects at Closing, with the same effect as if made on and as of the Closing Date (except as those representations and warranties may be affected by events or transactions (i) resulting from the entering of this Agreement that do not have a Material Adverse Effect and arise in the Ordinary Course of the Business, or (ii) approved in writing by the Purchaser); (b) the Vendor has complied with or performed all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Vendor on or before the Closing Date, to the satisfaction of the Purchaser, acting reasonably; (c) the Vendor Shareholder Approval and the purchase TSXV Approval have been received and all corporate proceedings required to be taken by the Purchaser Vendor in connection with the Transactions have been received; (d) all Permits described in SCHEDULE 5.2(23)(a) have been obtained, in each case in form and substance satisfactory to the Purchaser, acting reasonably, and are in full force and effect; (e) all Approvals described in SCHEDULE 5.2(23)(b) have been obtained, in each case in form and substance satisfactory to the Purchaser, acting reasonably, and are in full force and effect; (f) there is no injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law or under any Contract; (g) since the date of this Agreement there has not occurred any event which may have a Material Adverse Effect; (h) the Vendor has caused the Tax Returns for the tax years 2012 to 2018 to be amended and resubmitted to the appropriate Governmental Authorities (once approved by the Purchaser), to reapportion project development as costs properly incurred by XxxXx instead of the Vendor for those same tax years in the amount of four million nine hundred and sixty-four thousand dollars ($4,964,000); (i) the Tax Reorganization shall have been completed to the satisfaction of the Purchaser; (j) the Purchaser has engaged in the Indigenous Group Meetings, to the satisfaction of the Purchaser; and (k) the Vendor has caused to be delivered to the Purchaser: (i) a certificate of the Vendor in respect of its representations and warranties set out in Section 5.1 and Section 5.2 and in respect of its covenants and other obligations set out in this Agreement; (ii) certificates representing the Purchased Assets is Shares, accompanied by stock transfer powers duly executed in blank or duly executed instruments of transfer; (iii) original share registers, share transfer ledgers, minute books and corporate seals (if any) of DevCo; (iv) subject to Section 6.2(1), all other Books and Records (except, in the following conditionscase of those required by Applicable Law to be retained by the Vendor, which are copies thereof); (v) a certified copy of a resolution of the board of directors/shareholders of DevCo approving the form of transfer and consenting to the transfer of its Purchased Shares from the Vendor to the Purchaser as contemplated by this Agreement and authorizing the execution, delivery and performance of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by DevCo; (vi) a release by the Vendor as shareholder of DevCo; (vii) in respect of DevCo: (A) a certificate of status or a certificate of good standing or its equivalent under the laws of the jurisdiction of its incorporation/ governing its corporate existence; and (B) a certificate of a senior officer certifying the corporate status and Constating Documents; and (C) written resignations of its directors and officers, in each case with effect from the Closing Date, together with releases by those Persons in a form approved by the Purchaser, acting reasonably; (viii) the Development Services Agreement, duly executed by the Vendor; (ix) the Project LP Agreement, duly executed by the Vendor; (x) the SubCo Note; and (xi) such other documentation as the Purchaser reasonably requests on a timely basis in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the Transactions (as to certification and otherwise), in each case in form and substance satisfactory to the Purchaser, acting reasonably. (2) Each of the conditions set out in Section 4.1(1) is for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Vendor, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Purchaser. (1) The sale transfer by the Vendor and the purchase acquisition by the Purchaser of the Purchased Assets Shares is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at on or prior to before the Time of ClosingClosing Date: (a) the The representations and warranties of the Vendor set forth in Section 3.01 will 3.1 shall be true and correct at on the Time of Closing Date with the same force and effect as if made at and as of such time;: (b) the The Vendor will shall have performed or complied with all of if the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at of or prior to before the Time of ClosingClosing Date; (c) the The Purchaser will shall be furnished with such certificates certifications, affidavits or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers statutory declaration of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at as the case may be, on or prior to before the Time of Closing Date have been performed or and complied with and that the representations and warranties of the Vendor herein given are true and correct at on the Time of ClosingClosing Date; (d) there will No material change with respect to the Shares and the Vendor’s Business shall have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit occurred between the change date of ownership signing of this Agreement and the Purchased Assets contemplated herebyClosing Date; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all All necessary steps and proceedings will shall have been taken to permit completed on order for the Purchased Assets Shares to be duly and regularly transferred to and registered in the name name (f) The execution, delivery and performance by the Vendor of this Agreement and the consummation of the transactions contemplated hereby shall have been duly authorized by all necessary corporate action, including, without limitation, the consent and approval of the requisite number or percentage of directors and Shareholders of the Vendor; (g) The consummation of the transactions contemplated hereby shall have been approved by the applicable foreign investment regulatory agency or commission, and any other applicable government or regulatory authority in Taiwan; (h) The Vendor shall have duly executed and delivered the Xxxx of Sale and General Conveyance and shall have delivered actual and physical possession of the Shares to the Purchaser on the direction of the Purchaser.; (2k) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the The Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closingcompletes all due diligence investigation, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any result of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable are satisfactory to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.in its sole discretion; and

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of ClosingClosing Date: (a) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct at the Time of Closing Date with the same force and effect as if made at and as of such time; (b) the Vendor will have performed or complied with all of the terms, obligations and covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of ClosingVendor; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, obligations and covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing Date have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of ClosingClosing Date; (d) the Assignment Agreement, including all Confirmations of No Interest and Assignments referred to therein, will have been executed and delivered; (e) the Sublease Agreement will have been executed and delivered and attached as Schedule E; (f) Xxxx Xxxxxx will have entered into an employment agreement with the Purchaser; (g) there will have been obtained from all appropriate Governmental Authorities such other approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (eh) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority person to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; (i) no Material Adverse Effect will have occurred in relation to the Purchased Assets prior to the Closing Date; and (fj) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant Purchaser including obtaining consents to the assignments of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breachAssumed Contracts.

Conditions for the Benefit of the Purchaser. (1) ‌ The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is transactions contemplated herein are subject to the following conditionsconditions to be fulfilled or performed on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and which are to may be performed waived, in whole or complied with at or prior to in part, by the Time of ClosingPurchaser in its sole discretion: (a) DLT will have completed the acquisition of 100% of the issued and outstanding shares of PDL USA Inc. prior to Closing; (b) the representations and warranties of DLT contained in this Agreement shall have been true and correct as of the Vendor set forth in Section 3.01 will date of this Agreement and shall be true and correct at as of the Time of Closing Date with the same force and effect as if such representations and warranties had been made at on and as of such timethe Closing Date, save and except in any case which would not have a Material Adverse Effect; (bc) the Vendor will DLT shall have performed performed, fulfilled or complied with with, in all material respects, all of the termsits obligations, covenants and conditions of agreements contained in this Agreement to be performed fulfilled or complied with by the Vendor DLT at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of ClosingDate; (d) there will all required approvals, consents and authorizations of third parties in respect of the transactions contemplated herein, including without limitation all necessary regulatory approvals, shall have been obtained from all appropriate Governmental Authorities such approvals or consents as are required on terms acceptable to permit the change of ownership of the Purchased Assets contemplated herebyPurchaser acting reasonably; (e) all proceedings, including all necessary corporate proceedings, to be taken in connection with the transactions contemplated in this Agreement shall be satisfactory in form and substance to the Purchaser, acting reasonably, and the Purchaser shall have received copies of all instruments and other evidence as it may reasonably request in order to establish the closing of such transactions and the taking of all necessary proceedings in connection therewith; (f) no action or proceeding in Canada will shall be pending or threatened by any personPerson (other than the Purchaser) in any jurisdiction, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase any of the Purchased Assets transactions contemplated hereby; and (f) all necessary steps by this Agreement or the right of DLT to conduct its business after the Closing Date on substantially the same basis as operated immediately prior to the date hereof and proceedings will no action, suit or legal proceeding shall have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser.before or by any Governmental Entity or by any Person that would, if successful, have a Material Adverse Effect on DLT; (2g) In case since the date of this Agreement, there shall have been no Material Adverse Effect with respect to DLT, or any term event, occurrence or covenant development, including the commencement of the Vendor any action, suit or condition other legal proceeding which would reasonably be expected to be performed or complied with for the benefit of have a Material Adverse Effect on DLT; and, (h) the Purchaser at or prior to the Time shall have received a certificate of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable DLT addressed to the Purchaser for any Claims incurred and dated the Closing Date, signed on behalf of DLT by a senior executive officer of DLT, confirming that the Purchaser directly or indirectly as a result of such breachconditions in this Section 11.1 have been satisfied.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) except as explicitly set forth herein, the representations and warranties of the Vendor set forth in Section 3.01 will will, subject to such additions and/or deletions occurring in the usual and ordinary course of the Purchased Business to the list of persons in Schedule 3.01(nn), be true and correct at the Time of Closing with the same force and effect as if made at and as of such time, except to the extent that any inaccuracies or errors do not, individually or in the aggregate, result in a Material Adverse Change; (b) the Vendor will have performed or complied with with, or assured the performance or compliance by its Affiliates with, all of the terms, covenants and conditions of this Agreement and the Transition Services Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) all Regulatory Approvals will have been obtained; (d) with respect to the Participating Policies, OSFI will not have imposed on the Purchaser any undertakings or conditions more onerous in the aggregate than those imposed by OSFI on the Vendor with respect to the Participating Policies except to the extent that any loss, costs or expenses incurred or to be incurred by the Purchaser in satisfying such undertakings or conditions can be compensated by the indemnity provided by clause (iv) of Section 6.01(1)(d); (e) all Required Consents will have been obtained; (f) the Vendor will have delivered to the Purchaser the Ancillary Agreements (other than the Transition Services Agreement, which is being executed and delivered coincident with this Agreement) executed by the Vendor and by UnumProvident Corporation, if applicable; (g) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel Counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement and the Ancillary Agreements to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (eh) no action or proceeding in Canada will be pending or threatened by any Governmental Authority or other person, or Governmental Authority to enjoin, restrict or prohibit prohibit: (i) the sale and purchase of the Purchased Assets contemplated hereby; and, or (fii) the right of the Purchaser to conduct the Purchased Business; (i) the Vendor will have delivered to the Purchaser provincial sales tax clearance certificates from the applicable taxing authorities in all provinces in which the Vendor has assets or is registered under applicable legislation to the extent required by Applicable Law; (j) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser; (k) the Vendor will have delivered to the Purchaser favourable opinions of the Vendor’s Counsel and the Vendor’s In-house Counsel, substantially in the forms set forth in Schedule 5.01(1)(k); and (l) the form and legality of all matters incidental to the Transactions will be subject to the approval of the Purchaser’s Counsel, acting reasonably. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted covenanted, pursuant to Sections 4.01, 4.03, 4.04, 4.05 or 4.06, to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor set forth in Section Sections 3.01 will and 4.01 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) the Purchaser will shall be furnished with such certificates certificates, affidavits or other instruments (including instruments statutory declarations of conveyance with respect to the Purchased Assets) Warren and of the Vendor or of officers of the Vendor Warren as the Purchaser or Purchxxxx xr the Purchaser’s 's counsel may reasonably think xxink necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor or by Warren, as the case may be, at or prior to the Time of Closing have xxxx been performed or and complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will where the leases of Leased Premises requires the landlord's consent on a change of control, the Vendor shall have been obtained from all appropriate Governmental Authorities such approvals or consents as are required delivered to permit the Purchaser the landlord's consent to the change of ownership of the Purchased Assets contemplated herebycontrol; (e) no action the Purchaser and its counsel shall be satisfied that the Pre-Closing Transactions have been effected in accordance with the memorandum of McMillan Binch attached as Schedule 1.01(uu), as amended or proceeding changed in Canada will be pending xxxxxdance with Section 5.02(3), except as otherwise agreed by the Purchaser or threatened by any personPurchaser's counsel, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; andacting reasonably; (f) subject to Section 5.02(4) hereof, the subdivision control provisions of the Planning Act (Ontario) and equivalent legislation in each of Quebec, Saskatchewan, Alberta and British Columbia will have been complied with prior to the Time of Closing or after as provided in Section 5.02(4) hereof, such compliance to be effected by the Vendor at the Vendor's expense, and the Purchaser shall be satisfied that transactions involving the Lands have been carried out in compliance with such provisions; (g) there shall have been no material adverse change in the affairs, assets, liabilities, financial condition or Business of Warren or any Retained Subsidiary from that shown on or reflecxxx xx the Financial Statements; (h) no material damage by fire or other hazard to the assets used in the Business shall have occurred from the date hereof to the Time of Closing; (i) all directors and the Chairman, Vice-Chairman, President and Secretary of Warren and all outside directors of the Retained Subsidiaries (xxxxxt Smelter Bay Aggregates Inc. and Yundt Brothers Construction Limited) shall resign from all thexx xxspective positions with Warren and the Retained Subsidiaries; (j) [Intentionallx Xxxxted]; (k) all necessary steps and proceedings will shall have been taken to permit the Purchased Assets Shares to be duly and regularly transferred to free and clear of all liens, charges, encumbrances and any other rights of others to, and registered in the name of of, the Purchaser.; (2l) In case any term the Vendor or covenant a subsidiary of the Vendor or condition shall have delivered an executed counterpart of an agreement substantially on the terms and conditions set forth in Schedule 6.01(l) with respect to be performed or complied with for the benefit each of the Purchaser at Type A Excluded Hold Properties and Schedule 6.01(l) with respect to each of the Type B Excluded Hold Properties; (m) the Vendor or prior a subsidiary of the Vendor shall have delivered an executed option agreement substantially on the terms and conditions set forth in Schedule 6.01(m) with respect to each of the Time Residual Option Properties; (n) the Vendor shall have delivered an executed lease agreement substantially on the terms and conditions set forth in Schedule 6.01(n) with respect to each of the Excluded Properties providing for their use by Warren or a Retained Subsidiary for a transitional period follxxxxx the Closing has not been performed or complied with at or prior to the Time of Closing, Date; (o) there shall be a non-competition agreement entered into between the Purchaser, without limiting any other right that and the Vendor substantially in the form attached hereto as Schedule 6.01(o); (p) the Vendor shall have delivered to the Purchaser has, may at its sole option either:a favourable opinion of the Vendor's counsel substantially in the form attached hereto as Schedule 6.01(p); (aq) rescind this Agreement by notice August 21, 2000, McMillan Binch shall have delivered to Warren a draft tax memoxxxxxx xuxxxxxzing the Vendor, income and other Xxx xonsequences of the Pre-Closing Transactions to Warren and the Retained Subsidiaries in such event connection with the Purchaser Prx-Xxxxing Transactions which will be released from all obligations hereunder; orsubject to discussion and agreement by the parties, acting reasonably and finalization by McMillan Binch before the Go Firm Date; (br) waive compliance with all Required Consents xxxxx xave been obtained (including for greater certainty, consents of third parties under any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission material contracts which provide for cancellation in the event of non-performance a change in control of any other term, covenant Warren or condition in whole or in part; and, if a Retained Subsidiary); (s) the Purchaser rescinds this Agreement pursuant shall have obxxxxxx a notice from the Minister under the Investment Canada Act (Canada) that he/she is satisfied, or deemed to Section 5.01(2)(a)be satisfied, that the transactions contemplated herein are likely to be of net benefit to Canada; (t) the parties shall have obtained Competition Act Approval; (u) the satisfactory completion of due diligence investigations of Warren, the Vendor will also be released from all obligations hereunder unless Companies and the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred Business by the Purchaser directly or indirectly as a result prior xx 0:00 p.m. (Toronto time) on the Due Diligence Date; (v) the Vendor shall have subscribed and paid for warrants to purchase shares of common stock of Lafarge Corporation for an aggregate subscription price of Cdn. $28,400,000, such breachwarrants and the associated subscription agreement having the terms and conditions described in Schedule 6.01(v); (w) approval of the board of directors of Lafarge prior to 5:00 p.m. (Toronto time) on July 25, 2000 to the transactions contemplated herein subject to satisfactory due diligence; and (x) the form and legality of all matters incidental to the sale by the Vendor and the purchase by the Purchaser of the Shares and the Pre-Closing Transactions shall be subject to the approval of the Purchaser's counsel, acting reasonably.

Conditions for the Benefit of the Purchaser. (1a) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares and the Note pursuant hereto is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of ClosingPurchaser: (ai) the representations and warranties of the Vendor set forth in Section 3.01 will Sections 3.1, 3.2 and 3.3 shall be true and correct in all material respects at the First Conditions Satisfaction Time with the same force and effect as if made at and as of such time; (ii) in all material respects, the Vendor shall have performed or complied with all covenants in this Agreement to be performed or complied with by the Vendor at or prior to the First Conditions Satisfaction Time pursuant hereto; (iii) no changes shall have occurred between the date hereof and the First Conditions Satisfaction Time which have had or are reasonably expected to have a Material Adverse Effect except matters (including, without limitation, the prices payable for Petroleum Substances, taxation and government regulation) which are generally applicable to the oil and gas industry; (iv) all Required Approvals shall have been obtained on terms acceptable to the Vendor acting reasonably, at or prior to the First Conditions Satisfaction Time; (v) the Corporation shall have accepted the CNQ Offer and shall have performed or complied with, in all material respects, all covenants in the CNQ Offer required to be performed or complied with by the Corporation at or prior to the First Conditions Satisfaction Time pursuant thereto; and (vi) on or before the First Conditions Satisfaction Time, the Vendor shall have delivered to the Purchaser "no interest" letters accompanied by an undertaking to provide registrable instruments of discharge within a reasonable time after the Closing Date for all adverse security interests identified in the Title Opinion to the extent required by Purchaser's lender except those for which Seagull Corporation provides an indemnity to the Purchaser, the costs of registration of such discharges incurred prior to Closing to be borne by Seagull Energy Corporation and the costs incurred after Closing to be shared equally by the Purchaser and Seagull Corporation. (b) The sale by the Vendor and the purchase by the Purchaser of the Shares and the Note is subject to the following conditions which are for the exclusive benefit of the Purchaser: (i) between the First Conditions Satisfaction Time and the Time of Closing the Vendor and Seagull Corporation shall not have done anything which has caused the representations and warranties of the Vendor and Seagull Corporation set forth in Sections 3.1, 3.2 and 3.3 not to be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time; (bii) in all material respects, the Vendor will shall have performed or complied with all of the terms, covenants and conditions of in this Agreement to be performed or complied with by the Vendor between the First Conditions Satisfaction Time and the Time of Closing pursuant hereto; and (iii) at Closing, the Vendor shall have delivered all items which it is required to deliver pursuant to Section 7.2. (c) If any of the conditions set forth in subsection 6.1(a) are not satisfied at the First Conditions Closing Time, the Purchaser may, at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish First Conditions Satisfaction Time, but not after that the termstime, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option eitheroption: (ai) rescind this Agreement by notice to the Vendor, and in such which event the Purchaser will shall be released from all obligations hereunder; or (bii) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if part without limiting any other right that the Purchaser rescinds may have. (d) If any of the conditions set forth in subsection 6.1(b) are not satisfied at the Time of Closing, the Purchaser may, at or prior to the Time of Closing, but not after that time, at its sole option: (i) rescind this Agreement pursuant by notice to Section 5.01(2)(a)the Vendor, in which event the Vendor will also Purchaser shall be released from all obligations hereunder unless hereunder; or (ii) waive such condition in whole or in part without prejudice to any of its rights in the event of non-performance of any other term, covenant or condition for which in whole or in part without limiting any other right that the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breachmay have.

Conditions for the Benefit of the Purchaser. (1) The sale by Purchaser shall be obliged to complete the Vendor and the purchase by the Purchaser Transaction only if each of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with conditions precedent have been satisfied in full at or prior to before the Time of ClosingClosing Date: (a) all of the representations and warranties of the Vendor set forth made in Section 3.01 will be this Agreement are true and correct at as of the Time of Closing Date with the same force and effect as if made at on and as of such timethe Closing Date (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering into of this Agreement); (b) the Vendor will have performed or complied with or performed all of the termsobligations, covenants and conditions of this Agreement agreements to be performed or complied with or performed by the Vendor at on or prior before the Closing Date, to the Time satisfaction of Closingthe Purchaser, acting reasonably; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments shall have received final acceptance of conveyance with respect the TSX-V to the Purchased Assets) Transaction and approval for listing of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with Consideration Shares by the Vendor at or prior TSX-V subject only to the Time of Closing have been performed or complied customary post-closing conditions, together with all other regulatory and that the representations third party consents and warranties of the Vendor herein given are true and correct at the Time of Closingapprovals; (d) there will the Vendor shall have been obtained from all appropriate Governmental Authorities such approvals or consents as are required caused to permit be delivered to the change Purchaser: (i) a certificate signed by a senior officer of ownership the Vendor certifying the Constating Documents of the Vendor, and certifying the resolutions of the board of directors of the Vendor authorizing the transfer of title of the Purchased Assets, and the execution, delivery and performance of the NSR Agreement, and the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor; (ii) an assignment and assumption agreement in a form satisfactory to the Purchaser evidencing the contractual transfer of the Vendor's right and interest in the Purchased Assets contemplated herebyto the Purchaser, or a wholly owned subsidiary of the Purchaser, as directed by the Purchaser (recognizing that evidence of Legal Transfer will follow post-Closing in accordance with Section 6.1); (iii) the Gruvberget Project Data in such format(s) as the Purchaser requests, acting reasonably; (iv) a copy of NSR Agreement, duly executed by the Vendor; (v) a certificate signed by a senior officer of the Vendor to the effect of Sections 3.3(1)(a) and (b), dated as of the Closing Date; (vi) such other documentation as the Purchaser reasonably requests in order to establish the completion of the Transaction; (e) there is no action injunction or proceeding in Canada will be restraining order issued preventing, and no pending or threatened by Proceeding, against any personParty, for the purpose of enjoining or Governmental Authority to enjoinpreventing, restrict or prohibit the sale and purchase completion of the Purchased Assets contemplated herebyTransactions or otherwise claiming that this Agreement or the completion of the Transaction is improper or would give rise to a Proceeding, under any Applicable Law; and (f) all necessary steps and proceedings will since the date of this Agreement there has not occurred any event which may have been taken to permit a material adverse effect on the Purchased Assets to be duly and regularly transferred to and registered in Gruvberget Project, the name legal status of the PurchaserGruvberget Project or the Vendor' ability to complete the Transaction. (2) In case any term or covenant Each of the Vendor or condition to be performed or complied with conditions set out in Section 3.2(1) is for the exclusive benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that and the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Vendor, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor set forth in Section 3.01 will shall be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such timetime (except for representations and warranties that are made as of a specific date, which shall be true and correct in all material respects as of that date); (b) the Vendor will shall have performed or complied in all material respects with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect Vendor shall have delivered to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish a certificate executed on its behalf by its duly authorized officer certifying that the terms, covenants conditions set forth in Sections 5.02(1)(a) and conditions contained in this Agreement to 5.02(1)(b) hereof have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closingsatisfied; (d) there will the Purchaser shall have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership received a certificate of the Purchased Assets Vendor and Xxxxxxxxx International certifying that all existing indebtedness of Fundata to Xxxxxxxxx International or any of its Affiliates has been repaid in full; (e) the Purchaser shall have received a certificate of the Vendor and Xxxxxxxxx International certifying that the Fundata Agreement has been terminated in respect of the Vendor and that Fundata currently owes no amounts to Xxxxxxxxx International or any of its Affiliates thereunder or under any management agreement; (f) 438328 Ontario Limited (formerly HKA Data Processing Limited) shall have consented to the indirect transfer by the Vendor to the Purchaser of the Fundata Shares contemplated hereby; (eg) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale those directors and purchase officers of the Purchased Assets contemplated herebyCorporation and Fundata that are nominees of the Vendor requested by the Purchaser not less than 3 Business Days prior to Closing shall resign at the Closing; (h) the Purchaser shall have been furnished with the documents referred to in Section 2.02(2); and (fi) all necessary corporate steps and proceedings will shall have been taken to permit the Purchased Assets Shares to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) 7.1.1 The sale by the Vendor Vendors and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) 7.1.1.1 the representations and warranties of the Vendor Vendors set forth in Section 3.01 will 3.1 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) 7.1.1.2 the Vendor will Vendors shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor Vendors at or prior to the Time of Closing; (c) 7.1.1.3 the Purchaser will shall be furnished with such certificates certificates, affidavits or other instruments (including instruments of conveyance with respect to the Purchased Assets) statutory declarations of the Vendor Corporation and of the Vendors or of officers of the Corporation and of the Vendor as the Purchaser or the Purchaser’s 's counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor Vendors or by the Corporation, as the case may be, at or prior to the Time of Closing have been performed or and complied with and that the representations and warranties of the Vendor Vendors herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals 7.1.1.4 no material damage by fire or consents as are required other hazard to permit the change of ownership assets of the Purchased Assets contemplated herebyCorporation shall have occurred from the date hereof to the Time of Closing; 7.1.1.5 all directors and officers of the Corporation specified by the Purchaser shall resign; 7.1.1.6 the Vendors and all directors and officers of the Corporation shall release the Corporation from any and all possible claims against the Corporation arising from any act, matter or thing arising at or prior to the Time of Closing; for greater certainty, such release will not affect the obligations of the Corporation under any of the Ancillary Agreements; 7.1.1.7 there shall be a non-competition agreement entered into between the Purchaser, the Corporation and each of the Vendors substantially in the form attached hereto as Schedule 7.1.1.7 (e) no action or proceeding the "Non-Competition Agreements"); 7.1.1.8 there shall be an employment agreement entered into between the Corporation and each of Stewxxx, Xxndx Xxxxx, Jerrx Xxxxx xxx Clayxxx Xxxxx xxxstantially in Canada will the form attached hereto as Schedule 7.1.1.8 (the "Employment Agreement"); 7.1.1.9 there shall be pending or threatened by any personan escrow agreement entered into between the Purchaser, or Governmental Authority the Vendors and McCaxxxx Xxxrxxxx, xx escrow agent, in substantially the form attached hereto as Schedule 7.1.1.9 (the "Escrow Agreement"); 7.1.1.10 the Vendors shall have delivered to enjointhe Purchaser a favourable opinion of the Vendors' counsel substantially in the form attached hereto as Schedule 7.1.1.10; 7.1.1.11 the execution of a Share Purchase Agreement among the Purchaser, restrict or prohibit Terrxxxx Xxxxx, Xxroxxxx Xxxxx xxx Lyndx Xxxxx dated the date hereof with respect to the sale and purchase of all the Purchased Assets contemplated herebyshares of Fraser Valley; and (f) 7.1.1.12 the form and legality of all necessary steps matters incidental to the sale by the Vendors and proceedings will have been taken the purchase by the Purchaser of the Shares shall be subject to permit the Purchased Assets to be duly and regularly transferred to and registered in the name approval of the Purchaser's counsel, acting reasonably. (2) 7.1.2 In case any term or covenant of the Vendor Vendors or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has shall not have been performed or complied with at or prior to the Time of Closing, the PurchaserPurchaser may, without limiting any other right that the Purchaser hasmay have, may at its sole option option, either: (a) 7.1.2.1 rescind this Agreement by notice to the VendorVendors, and in such event the Purchaser will shall be released from all obligations hereunder; or (b) 7.1.2.2 waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless 7.1.2 and the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor Vendors had covenanted covenanted, pursuant to Section 4.2.2, to ensure had been performed or complied with, in which event the Vendor will Vendors shall be liable to the Purchaser for any Claims losses, damages or expenses incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) The sale transfer by the Vendor and the purchase acquisition by the Purchaser of the Purchased Assets HTT Shares is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at on or prior to before the Time of ClosingClosing Date: (a) the The representations and warranties of the Vendor Vendors and the Shareholders set forth in Section 3.01 will 3.1 shall be true and correct at on the Time of Closing Date with the same force and effect as if made at and as of such time;: (b) The Vendor and the Vendor will Shareholders shall have performed or complied with all of if the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at and the Shareholders of or prior to before the Time of ClosingClosing Date; (c) the The Purchaser will shall be furnished with such certificates certifications, affidavits or other instruments (including instruments of conveyance with respect to the Purchased Assets) statutory declaration of the Vendor or of officers of and the Vendor Shareholders as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at and the Shareholders as the case may be, on or prior to before the Time of Closing Date have been performed or and complied with and that the representations and warranties of the Vendor and the Shareholders herein given are true and correct at on the Time of ClosingClosing Date; (d) there will No material change with respect to the Vendor’s Business or the Shareholders shall have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit occurred between the change date of ownership signing of this Agreement and the Purchased Assets contemplated herebyClosing Date; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all All necessary steps and proceedings will shall have been taken to permit completed on order for the Purchased Assets HTT Shares to be duly and regularly transferred to and registered in the name name (f) The execution, delivery and performance by the Vendor of this Agreement and the consummation of the transactions contemplated hereby shall have been duly authorized by all necessary corporate action, including, without limitation, the consent and approval of the requisite number or percentage of directors and Shareholders of the Vendor; (g) The consummation of the transactions contemplated hereby shall have been approved by the applicable foreign investment regulatory agency or commission, and any other applicable government or regulatory authority in Taiwan; (h) The Vendor shall have duly executed and delivered the Xxxx of Sale and General Conveyance and shall have delivered actual and physical possession of the HTT Shares to the Purchaser on the direction of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.;

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor Vendors and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor Vendors set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor Vendors will have performed or complied with all of the terms, obligations and covenants and conditions of this Agreement to be performed or complied with by the Vendor Vendors at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor Vendors or of officers of the Vendor Vendors as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, obligations and covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor Vendors at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor Vendors herein given are true and correct at the Time of Closing; (d) the board of directors of each Vendor will have authorized and approved this Agreement and the transactions contemplated herein and such Vendor will have delivered to the Purchaser certified copies of the resolutions documenting same; (e) there will have been obtained from all holders of secured indebtedness of each Vendor written approvals or consents to the change of ownership of the Assets contemplated hereby and full releases to any security they own over the Assets, all in a form acceptable to the Purchaser, acting reasonably, provided that with respect to the security interests held or controlled by YA Global, this condition shall be satisfied if YA Global and the applicable secured creditors shall have executed and delivered an Acknowledgment and Release in the form set out in Schedule 5.01(e); (f) there will have been obtained from all appropriate Governmental Authorities third parties such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated herebyhereby and to permit the Purchased Business to be carried on by the Purchaser as now conducted, including from those parties listed on Schedule 3.01(1)(e); (eg) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority person to enjoin, restrict or prohibit prohibit: (i) the sale and purchase of the Purchased Assets contemplated hereby; andor (fii) the right of the Purchaser to conduct the Purchased Business; (h) other than as disclosed in Schedule 3.01(5)(n), the Vendors will not have received from a third party any notice, claim, demand or an invitation to licence in respect of any infringement, misuse, or misappropriation of the Owned IP. (i) unless prohibited by Applicable Law governing the MCI Proceedings, there will be an assignment, assumption and amendment agreement entered into between the Vendor, the Purchaser and MCI in substantially the form set out in Schedule 5.01(i); (j) the Purchaser will have secured an acceptable resolution, to the Purchaser’s sole satisfaction, with Xxxx Corporation regarding the Marketing and Distribution Agreement between Xxxx Corporation and the Vendors made and entered into as of October 12, 2005. (k) no Material Adverse Effect will have occurred in relation to the Purchased Business from the date hereof to the Time of Closing; (l) all necessary steps and proceedings will have been taken to ensure that all Registered IP is correctly and accurately registered in the name of “SmarTire Systems Inc.” (and not, for greater certainty, any previous names of the Vendor); (m) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser.Purchaser including obtaining the consents to the assignments of the contracts or other commitments referred to in Schedule 5.01(m); (2n) In case any term or covenant the Escrow Agreement will have been executed by each of the Vendor or condition Vendors and the Escrow Agent; (o) the License to Vendor-Retained Patents and the Notice of Patent Assignment will have been executed by the Purchaser and SSI; (p) there will be performed or complied with for the benefit a non-competition agreement entered into between each of the Vendors and the Purchaser at or prior in the form set out in Schedule 5.01(p); (q) there will be a non-competition agreement entered into between the Purchaser and each of the directors and officers of each Vendor in the form set out in Schedule 5.01(q); (r) each of the Transferring Employees of each Vendor will have entered into a release in the form set out in Schedule 5.01(r); (s) each of the employees listed on Schedule 5.01(s) will have entered into a one-year retention agreement with the Purchaser in a form acceptable to the Time of Closing has not been performed or complied Purchaser; (t) the employee listed on Schedule 5.01(t) will have entered into a six-month retention agreement with at or prior the Purchaser in a form acceptable to the Time Purchaser; (u) each Vendor will have delivered to the Purchaser a favourable opinion of Closingsuch Vendor’s counsel in the form set out in Schedule 5.01(u); (v) the Sourcing Confirmation Letter dated November 18, 2006 between Aston Xxxxxx and SmarTire Europe Ltd. will have been assigned to the Purchaser; (w) there will be an assignment, assumption and amendment agreement entered into between SSI, the Purchaser and Alpha Equities Ltd. in a form acceptable to the Purchaser; (x) there will be a transition services agreement entered into between the Vendors and the Purchaser in a form acceptable to the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either:acting reasonably; and (ay) rescind this Agreement by notice shareholders of the Vendors sufficient to pass the Vendor, and special resolutions contemplated in such event the Purchaser Section 4.01(1)(h) will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission have entered into voting agreements in the event of non-performance of any other term, covenant or condition form set out in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(aSchedule 5.01(y), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor Vendors and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor Vendors set forth in Section 3.01 will be true and correct in all material respects (except those qualified by materiality, which will be true in all respects) at the Time of Closing with the same force and effect as if made at and as of such timetime (other than those representations and warranties that address matters as of particular dates, which will be true and correct or true and correct in all material respects, as applicable, as at and as of such particular dates); (b) the Vendor Vendors will have performed or complied with all of the terms, obligations and covenants and conditions of this Agreement to be performed or complied with by the Vendor Vendors at or prior to the Time of Closing; (c) the Purchaser will have completed its due diligence review, to the satisfaction of the Purchaser in its sole discretion; (d) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) Tri-Ad, 1043497, Flex-Art and C&W and of the Vendor Vendors or of officers of Tri-Ad, 1043497, Flex-Art and C&W and of the Vendor Vendors as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor Vendors at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor Vendors herein given are true and correct at the Time of Closing; (de) the Vendors will deliver to the Purchaser: (i) certificates representing the Shares, endorsed for transfer to the Purchaser; and (ii) certificates representing the shares of Tri-Ad and the shares of Flex-Art; (f) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets Shares contemplated herebyhereby and to permit the businesses of Tri-Ad, 1043497, Flex-Art and C&W to be carried on as now conducted; (eg) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority person to enjoin, restrict or prohibit prohibit: (i) the sale and purchase of the Purchased Assets Shares contemplated hereby; andor (fii) the right of Tri-Ad, 1043497, Flex-Art and C&W to conduct their businesses; (h) no Material Adverse Change to Tri-Ad, 1043497, Flex-Art or C&W, taken as a whole, will have occurred from the date hereof to the Time of Closing (other than with respect to the decrease in sales shown in the interim profit and loss statements through May 31, 2007 provided to the Purchaser); (i) all directors and officers (other than Xxxx Xxxxxxxx, Xxxxxxxx XxXxxxxx and Xxxx Xxxxxxxxx) of Tri-Ad, 1043497, Flex-Art and C&W specified by the Purchaser will resign effective as of the Closing Date; (j) the Vendors and all directors of Tri-Ad, 1043497, Flex-Art and C&W will release Tri-Ad, 1043497, Flex-Art or C&W, as applicable from any and all possible Claims against Tri-Ad, 1043497, Flex-Art or C&W, as applicable arising from any act, matter or thing (in the case of the directors, while acting in their capacity as directors) arising at or prior to the Time of Closing; (k) all necessary steps and proceedings will have been taken to permit the Purchased Assets Shares to be duly and regularly transferred to and registered in the name of the Purchaser.; (2l) In case any term or covenant there will be a non-competition and non-solicitation agreement (the “Non-Compete”) entered into between the Vendors, Tri-Ad, 1043497, Flex-Art and C&W and the Purchaser substantially in the form set out in Schedule 5.01(l); (m) there will be a consulting agreement entered into between Lore Sales and Investments Limited and the Purchaser substantially in the form set out in Schedule 5.01(m); (n) there will be lease agreements entered into between the Purchaser and each of the Vendor or condition current landlords of Tri-Ad, 1043497 and C&W with respect to be performed or complied the Toronto facilities of Tri-Ad, 1043497 and C&W substantially in the form of lease attached as Schedule 5.01(n); (o) those employees listed on Schedule 5.01(1)(o) will have entered into employment agreements with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, in form and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable substance satisfactory to the Purchaser for any Claims incurred or will have otherwise indicated, to the Purchaser’s satisfaction, their willingness to remain as employees of Tri-Ad, 1043497, Flex-Art and C&W, as applicable, following the Closing Date; (p) the Vendors will have delivered to the Purchaser an irrevocable letter of credit substantially in the form set forth in Schedule 5.01(p); (q) the Vendors will have delivered to the Purchaser a favourable opinion of the Vendors’ counsel substantially in the form set out in Schedule 5.01(q); (r) all indebtedness of the officers, directors and/or shareholders of Tri-Ad, 1043497, Flex-Art and C&W to Tri-Ad, 1043497, Flex-Art and C&W will have been repaid in full; (s) the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the Shares will be subject to the approval of the Purchaser’s counsel, acting reasonably; (t) all third party consents and approvals of Governmental Authorities shall have been obtained by the Vendors and delivered to the Purchaser; (u) all indebtedness owed by Tri-Ad, 1043497, Flex-Art and C&W to CJK Photo Engravers Limited shall have been repaid in full, and all indebtedness owed by CJK Photo Engravers Limited to Tri-Ad, 1043497, Flex-Art and C&W shall have been repaid in full; (v) All amounts owed by 1043497, Tri-Ad, C&W and Flex-Art to any other Person controlled (directly or indirectly as a result indirectly) by any of the Vendors shall have been paid in full, and all amounts owed by any such breachcontrolled Person to 1043497, Tri-Ad, C&W and Flex-Art shall have been paid in full; (w) all liens on the Shares, the shares of Tri-Ad and the shares of Flex-Art and on the assets of Tri-Ad, 1043497, Flex-Art and C&W shall have been discharged; (x) Tri-Ad shall have sold or otherwise disposed of its investment in J&J Scans Limited; (y) all outstanding purchase price instalment obligations payable by Tri-Ad with respect to Tri-Ad’s acquisition of the shares of Flex-Art shall have been paid in full; and (z) the Vendors shall have completed the CJK Transactions.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is transactions contemplated herein are subject to the following conditionsconditions to be fulfilled or performed on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and which are to may be performed waived, in whole or complied with at or prior to in part, by the Time of ClosingPurchaser in its sole discretion: (a) the Purchaser must have completed the Purchaser Financing; (b) the Lenders must each have agreed in writing to accept or have accepted repayment of their respective loans by way of the Pay-Out and the Lender Shares or, in lieu of the Lender Shares, by additional cash payments from Foro at the Closing; (c) completion by Foro of Foro’s financial statements and the audits thereof for the three most recently completed financial years, and completion by Foro of interim financial statements for the most recently completed interim period; (d) the Shareholders must each have executed and delivered to the Purchaser both the Stock Restriction Agreement and the Escrow Agreement; (e) the representations and warranties of Foro contained in this Agreement shall have been true and correct as of the Vendor set forth in Section 3.01 will date of this Agreement and shall be true and correct at as of the Time of Closing Date with the same force and effect as if such representations and warranties had been made at on and as of such timethe Closing Date, save and except in any case which would not have a Material Adverse Effect; (bf) the Vendor will Foro shall have performed performed, fulfilled or complied with with, in all material respects, all of the termsits obligations, covenants and conditions of agreements contained in this Agreement to be performed fulfilled or complied with by the Vendor Foro at or prior to the Time of ClosingClosing Date; (cg) completion of a due diligence review by the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect Foro and its assets, liabilities and operations, the results of which are satisfactory to the Purchased AssetsPurchaser in its sole discretion; (h) all required approvals, consents and authorizations of third parties in respect of the Vendor or of officers of the Vendor as transactions contemplated herein, including without limitation all necessary regulatory approvals, shall have been obtained on terms acceptable to the Purchaser or acting reasonably; (i) all proceedings, including all necessary corporate proceedings, to be taken in connection with the transactions contemplated in this Agreement shall be satisfactory in form and substance to the Purchaser’s counsel , acting reasonably, and the Purchaser shall have received copies of all instruments and other evidence as it may reasonably think necessary request in order to establish that the terms, covenants closing of such transactions and conditions contained the taking of all necessary proceedings in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closingconnection therewith; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (ej) no action or proceeding in Canada will shall be pending or threatened by any personPerson (other than the Purchaser) in any jurisdiction, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase any of the Purchased Assets transactions contemplated herebyby this Agreement or the right of Foro to conduct its business after the Closing Date on substantially the same basis as operated immediately prior to the date hereof and no action, suit or legal proceeding shall have been taken before or by any Governmental Entity or by any Person that would, if successful, have a Material Adverse Effect on Foro; (k) since the date of this Agreement, there shall have been no Material Adverse Effect with respect to Foro, or any event, occurrence or development, including the commencement of any action, suit or other legal proceeding which would reasonably be expected to have a Material Adverse Effect on Foro; and (fl) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time shall have received a certificate of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable Foro addressed to the Purchaser for any Claims incurred and dated the Closing Date, signed on behalf of Foro by a senior executive officer of Foro, confirming that the Purchaser directly or indirectly as a result of such breachconditions in this Section 11.1 have been satisfied.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser closing of the Purchased Assets transactions contemplated herein is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor set forth in Section 3.01 will shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) all directors and officers of Seller or any member thereof specified by the Purchaser will be furnished with such certificates or other instruments shall resign; (including instruments of conveyance with respect to the Purchased Assetsd) of the Vendor or of and all directors, officers of the Vendor as the Purchaser Seller or the Purchaser’s counsel may reasonably think necessary in order to establish that the termsany member thereof shall release Seller or any member thereof from any and all possible claims against Seller or any member thereof arising from any act, covenants and conditions contained in this Agreement to have been performed matter or complied with by the Vendor thing arising at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has shall not have been performed or complied with at or prior to the Time of Closing, the PurchaserPurchaser may, without limiting any other right that the Purchaser hasmay have, may at its sole option option, either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will shall be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless ) and the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted covenanted, pursuant to Section 4.02(2), to ensure had been performed or complied with, in which event the Vendor will shall be liable to the Purchaser for any Claims losses, damages or expenses incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) 6.1 The purchase and sale by the Vendor and the purchase by the Purchaser of the Purchased Assets Property is subject to the following conditionsconditions to be fulfilled or performed at or prior to the Closing, which conditions are for the exclusive benefit of the Purchaser and which are to may be performed waived in whole or complied with at or prior to in part by the Time of ClosingPurchaser in its sole discretion: (a) The representations and warranties of the Vendor contained in this Agreement shall be true and correct as of the Closing with the same force and effect as if such representations and warranties had been made on and as of such date, and the Vendor shall also have executed and delivered a certificate to that effect. The receipt of such evidence and the Closing shall not be a waiver of the representations and warranties of the Vendor set forth which are contained in Section 3.01 will this Agreement. Upon the delivery of such certificates, the representations and warranties of the Vendor in section 8.1 shall be true deemed to have been made on and correct at as of the Time of Closing with the same force and effect as if made at on and as of such time;date. (b) the The Vendor will shall have performed fulfilled or complied with all of the terms, covenants and conditions of this Agreement herein contained to be performed or complied with caused to be performed by the Vendor them at or prior to the Time Closing, and the Vendor shall have delivered a certificate to that effect. The receipt of Closing;such certificates and the Closing shall not be a waiver of the covenants of the Vendor which are contained in this Agreement. (c) All consents and authorizations and all other required consents and authorizations shall have been obtained on terms acceptable to the Purchaser, acting reasonably, in order to permit the Closing of the sale of the Property on the terms and conditions set out in this Agreement without adversely affecting, or resulting in the violation or a breach of or a default under or any termination, cancellation, amendment or acceleration of any obligation under any license, permit, lease or contract relating to the Property. (d) The purchase of the Property shall not be prohibited by any Applicable Law nor shall any person have initiated any action or proceeding before any court or Governmental Authority seeking damages or other remedies against the Purchaser will be furnished for having entered into this Agreement and/or seeking to enjoin the Purchaser from consummating the transactions contemplated by this Agreement. All necessary material consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with such certificates any Governmental Authority or any other instruments (including instruments of conveyance person, with respect to the Purchased Assets) any of the transactions contemplated by this Agreement shall have been duly obtained or made by the Vendor on terms and conditions satisfactory to the Purchaser, acting reasonably, and shall be in full force and effect. (e) The Vendor shall have delivered or of officers caused to be delivered to the Purchaser the following in form and substance satisfactory to the Purchaser, acting reasonably: (i) at the Closing, the Transfer Documents; (ii) at or before the Closing, evidence that all necessary steps and proceedings as approved by Purchaser’s legal counsel, acting reasonably, to permit all of the Vendor as Property to be fully and validly transferred to the Purchaser pursuant to the terms of this Agreement have been taken; and (iii) at or before the Closing, all necessary assurances, transfers, assignments and consents, and any other instruments necessary or reasonably required to effectively carry out the intent of this Agreement and any ancillary agreement(s) and to transfer the Property to the Purchaser’s counsel , free and clear of all Encumbrances save and except for Permitted Encumbrances and the NSR in relation to the Property, pursuant to the terms of this Agreement. (f) All proceedings to be taken in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Purchaser and the Purchaser shall have received copies of all such instruments and other evidence as it may reasonably think necessary request in order to establish that the termsconsummation of such transactions and the taking of all proceedings in connection therewith. (g) Since the date hereof, covenants and conditions contained no law, proposed law, any change in this Agreement to any law, or the interpretation or enforcement of any law shall have been performed introduced, enacted or complied with by announced (including the introduction, enactment or announcement of any law respecting taxes or environmental matters or any change therein or in the interpretation or enforcement thereof), the effect of which will be to prevent the closing of the transactions contemplated herein. 6.2 If any condition, obligation or covenant of the Vendor to be performed hereunder at or prior to the Time of Closing shall not have been fulfilled or performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities by such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any persontime, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind terminate this Agreement by notice in writing to the Vendor, and in such event the Purchaser will Parties shall be released from all obligations hereunder; or (b) . Notwithstanding the foregoing, the Purchaser shall be entitled to waive compliance with any of such termconditions, covenant obligations or condition covenants in whole or in part on such terms as may be agreed upon if it sees fit to do so without prejudice to any of its rights of rescission termination in the event of non-performance of any other termcondition, obligation, or covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) 7.1.1 The sale by the Vendor Vendors and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) 7.1.1.1 the representations and warranties of the Vendor Vendors set forth in Section 3.01 will 3.1 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) 7.1.1.2 the Vendor will Vendors shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor Vendors at or prior to the Time of Closing; (c) 7.1.1.3 the Purchaser will shall be furnished with such certificates certificates, affidavits or other instruments (including instruments of conveyance with respect to the Purchased Assets) statutory declarations of the Vendor Corporation and of the Vendors or of officers of the Corporation and of the Vendor as the Purchaser or the Purchaser’s 's counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor Vendors or by the Corporation, as the case may be, at or prior to the Time of Closing have been performed or and complied with and that the representations and warranties of the Vendor Vendors herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals 7.1.1.4 no material damage by fire or consents as are required other hazard to permit the change of ownership assets of the Purchased Assets contemplated herebyCorporation shall have occurred from the date hereof to the Time of Closing; 7.1.1.5 all directors and officers of the Corporation specified by the Purchaser shall resign; 7.1.1.6 the Vendors and all directors and officers of the Corporation shall release the Corporation from any and all possible claims against the Corporation arising from any act, matter or thing arising at or prior to the Time of Closing; for greater certainty, such release will not affect the obligations of the Corporation under any of the Ancillary Agreements; 7.1.1.7 there shall be a non-competition agreement entered into between the Purchaser, the Corporation and each of the Vendors substantially in the form attached hereto as Schedule 7.1.1.7 (e) no action or proceeding the "Non-Competition Agreements"); 7.1.1.8 the Vendors shall have delivered to the Purchaser a favourable opinion of the Vendors' counsel substantially in Canada will be pending or threatened by any person, or Governmental Authority the form attached hereto as Schedule 7.1.1.8; 7.1.1.9 the form and legality of all matters incidental to enjoin, restrict or prohibit the sale by the Vendors and the purchase by the Purchaser of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken Shares shall be subject to permit the Purchased Assets to be duly and regularly transferred to and registered in the name approval of the Purchaser's counsel, acting reasonably. (2) 7.1.2 In case any term or covenant of the Vendor Vendors or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has shall not have been performed or complied with at or prior to the Time of Closing, the PurchaserPurchaser may, without limiting any other right that the Purchaser hasmay have, may at its sole option option, either: (a) 7.1.2.1 rescind this Agreement by notice to the VendorVendors, and in such event the Purchaser will shall be released from all obligations hereunder; or (b) 7.1.2.2 waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless 7.1.2 and the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor Vendors had covenanted covenanted, pursuant to Section 4.2.2, to ensure had been performed or complied with, in which event the Vendor will Vendors shall be liable to the Purchaser for any Claims losses, damages or expenses incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) The sale obligation of Purchaser to consummate the transactions contemplated by the Vendor and the purchase by the Purchaser of the Purchased Assets this Agreement is subject to the following conditionssatisfaction or waiver, which are for on or before the exclusive benefit Funding Date, of the Purchaser following conditions and which are to be performed or complied with at or prior to the Time of Closingdeliveries: (a) All of the representations and warranties of the Vendor set forth Vendor, the Company and 517244 contained in Section 3.01 will this Agreement shall be true true, correct and correct at complete on and as of the Time of Closing Funding Date with the same force and effect as if though such representations and warranties had been made at on and as of such time; (b) the Vendor will have performed or complied with date; all of the terms, covenants covenants, agreements and conditions of this Agreement to be complied with, performed or complied with satisfied by the Vendor at Vendor, the Company and 517244 on or prior before the Funding Date shall have been duly complied with, performed or satisfied; and a certificate to the Time foregoing effects dated the Funding Date and signed on behalf of Closingthe Vendor, the Company and 517244 and shall have been delivered to Purchaser; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or provision challenging Purchaser's proposed acquisition of the Shares, or limiting or restricting Purchaser's conduct or operation of the business of the Company (or its own business) following the transactions contemplated by this Agreement shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; (c) the Purchaser will There shall be furnished with such certificates no action, suit, claim or other instruments (including instruments proceeding of conveyance with respect to the Purchased Assets) of the Vendor any nature pending or of officers of the Vendor as the threatened against Purchaser or the Purchaser’s counsel may reasonably think necessary Vendor, the Company or 517244 their respective properties or any of their officers or directors, that could materially and adversely affect the business, assets, liabilities, financial condition, results of operations or prospects of the Company. A certificate in order respect of the Vendor, the Company and 517244 to establish that the termsforegoing effect dated the Funding Date and signed on behalf of the Vendor, covenants the Company and conditions contained in this Agreement to 517244 shall have been performed or complied with by the Vendor at or prior delivered to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of ClosingPurchaser; (d) there will There shall have been obtained from all appropriate Governmental Authorities such approvals no material adverse changes in the business, operations, affairs, prospects, properties, assets, existing and potential liabilities, obligations, profits or consents as are required to permit the change of ownership condition (financial or otherwise) of the Purchased Assets contemplated herebyCompany, taken as a whole, since the Balance Sheet Date except those that affect the industry generally; and Purchaser shall have received a certificate signed by the Vendor, the Company and 517244 dated the Funding Date to such effect; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase The Purchaser shall have received (i) a copy of the Purchased Assets contemplated herebyarticles of incorporation of the Company and 517244 certified by an appropriate authority in the jurisdiction of its incorporation and (ii) a copy of the bylaws of the Company and 517244 certified by a duly authorized officer of the Company, and such documents shall be in form and substance reasonably acceptable to the Purchaser; (f) Purchaser shall have received from the Company completed interim financial statements for the period ending on February 28, 1999 in a form reasonably satisfactory to Purchaser; (g) The Purchaser shall have received a certificate (the "Closing Financial Certificate"), dated as of the Funding Date, signed on behalf of the Company and by the Vendor, setting forth: (i) the revenue of the Company for the fiscal year ended July 31, 1998 and the period ended February 28, 1999; (ii) the earnings of the Company before interest and taxes and bonuses, adjusted to reflect the add-back of certain non-recurring costs, for the fiscal year ended July 31, 1998 and the period ended February 28, 1999; (iii) The sum of the Company's total outstanding interest bearing indebtedness to banks, and all other financial institutions and creditors (in each case including the current portions of such indebtedness, but excluding any amounts payable pursuant to Section 3.1(b) hereof and Section 3.1(b) of the Hodgson Agreement, and any amounts payable to xxx Xendor, Hodgson and 408446, and their Affiliates, axx xxxome taxes payable from the Balance Sheet Date on earnings, operating leases, trade payables and other accounts payable incurred in the ordinary course of the Company's business consistent with past practice) as of the Funding Date. (h) Vendor shall have entered into an employment agreement with the Purchaser in the form set forth in Schedule 1.1(t) hereof prior to the Funding Time; (i) the Company shall have entered into a lease with the registered owner(s) of the Sundog Premises on the terms set forth in Schedule 7.1(i) hereof prior to or contemporaneous with the Funding Time and each of such leases shall be registered by way of caveat against the certificates of title to the Sundog Premises and in the event that any mortgage, encumbrance or financial charge exists, then the holder of each such mortgage, encumbrance or financial charge shall have executed and delivered to the Company a non-disturbance agreement in form and content acceptable to the Purchaser; (j) Remenda shall have signed the Remenda Agreement; and (fk) The Vendor, the Company and 517244 shall have made all necessary steps and proceedings will have been taken to permit deliveries as are called for by this Agreement. The Purchaser shall be fully satisfied in its sole discretion with the Purchased Assets to be duly and regularly transferred to and registered in the name results of its review of all of the Purchaser. Schedules, whether delivered before or after the execution hereof, and such deliveries, and its review of, and other due diligence investigations with respect to, the business, operations, affairs, prospects, properties, assets, existing and potential liabilities, obligations, profits and condition (2financial or otherwise) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breachCompany.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor New Lorus and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of ClosingShare Purchase Closing Time: (a) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor New Lorus will have performed or complied with all of the terms, obligations and covenants and conditions of this Agreement to be performed or complied with by the Vendor New Lorus at or prior to the Time of ClosingShare Purchase Closing Time; (cb) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) Old Lorus and of the Vendor New Lorus or of officers of the Vendor Old Lorus and of New Lorus as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor New Lorus at or prior to the Share Purchase Closing Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closingwith; (dc) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets Shares contemplated hereby; (ed) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority person to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets Shares contemplated hereby; and; (e) all directors and officers of Old Lorus specified by the Purchaser will resign effective as of the Share Purchase Closing Time or upon the replacement of such of those directors with such persons as may be designated by the Purchaser prior to the Share Purchase Closing Time, as applicable; (f) all necessary steps and proceedings each of the employees of Old Lorus will have been taken to permit offered (with a reasonable opportunity for consideration) and will have accepted individual offers of employment with New Lorus effective as of the Purchased Assets to be duly Effective Time on terms and regularly transferred to and registered conditions substantially similar in the name aggregate as the terms and conditions of the Purchaser.employment of such employees with Old Lorus in effect immediately prior to the Effective Time (including with respect to benefits); (2g) In case New Lorus and all directors and officers of Old Lorus will release Old Lorus from any term and all possible Claims against Old Lorus arising from any act, matter or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser thing arising at or prior to the Time of Closing has not been performed or complied with at or prior Effective Time, such release to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission substantially in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(aform attached hereto as Schedule 5.01(g), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.;

Conditions for the Benefit of the Purchaser. (1) The sale Purchaser shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date: (a) all of the representations and warranties of the Vendors (including, for the avoidance of doubt, the Vendors’ Representative) made in or pursuant to this Agreement shall have been true and correct as of the date thereof and shall be true and correct as at the Closing Date with the same effect as if made on and as of the Closing Date (except as those representations and warranties may be affected by events or transactions (i) resulting from the entering of this Agreement that do not have a Material Adverse Effect and arise in the Ordinary Course of the Business, or (ii) approved in writing by the Vendor Purchaser); (b) the Vendors (including, for the avoidance of doubt, the Vendors’ Representative) have complied with or performed all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the purchase Vendors (including, for the avoidance of doubt, the Vendors’ Representative) on or before the Closing Date, to the satisfaction of the Purchaser, acting reasonably; (c) all Permits described in Schedule 5.2(24) have been obtained, in each case in form and substance satisfactory to the Purchaser and are in full force and effect; (d) all Approvals described in Schedule 5.2(24) have been obtained, in each case in form and substance satisfactory to the Purchaser and are in full force and effect; (e) there is no injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law or under any Contract; (f) in the opinion of the Purchaser, since the date of this Agreement there has not occurred any event which may have a Material Adverse Effect; (g) in the opinion of the Purchaser, no Applicable Law has been enacted, introduced or announced which may have a Material Adverse Effect; (h) the Vendors have caused to be delivered to the Purchaser the following: (i) certificates representing the Purchased Shares, accompanied by stock transfer powers duly executed in blank or duly executed instruments of transfer, and all such other assurances, consents and other documents as the Purchaser reasonably requests to effectively transfer to the Purchaser title to the Purchased Shares free and clear of all Encumbrances; (ii) original share registers, minute books and corporate seals (if any) of the Corporation; (iii) all other Books and Records; (iv) a certified copy of a resolution of the board of directors of the Corporation consenting to the transfer of the Purchased Shares from the Vendors to the Purchaser as contemplated by this Agreement and authorizing the execution, delivery and performance of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Corporation; (v) in respect of each Group Member: (A) share certificate(s) representing all of the issued and outstanding shares of the Group Member registered in the names of one or more of the Group Members; (B) a certificate of status or its equivalent under the laws of the jurisdiction of its incorporation; (C) a certificate of a senior officer certifying the corporate status, Constating Documents of the Group Member; and (D) written releases from those directors and officers of the Group Member specified by the Purchaser, in each case with effect from the Effective Time, substantially in the form attached as Schedule 4.1(1)(h)(v); (vi) a certificate, in form and substance satisfactory to the Purchaser, of the Vendors’ Representative (i) on behalf of the Vendors in respect of the representations and warranties set out in Section 5.1; (ii) on its behalf and not on behalf of the Vendors in respect of the representations and warranties set out in Section 5.2; and (iii) on behalf of the Vendors in respect of their covenants and other obligations set out in this Agreement; (vii) evidence, satisfactory to the Purchaser of the Purchased Assets is subject release and discharge of all Encumbrances affecting any of the Assets, other than the Permitted Encumbrances; (i) the Purchaser will have obtained shareholder approval, including majority of the minority shareholder approval, for the Transactions, in accordance with the requirements of MI 61-101; (j) the Purchaser will have obtained any required approval from the Exchange for the Transactions contemplated by this Agreement; (k) such other documentation as the Purchaser reasonably requests on a timely basis in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the Transactions (as to certification and otherwise), in each case in form and substance satisfactory to the following conditionsPurchaser, which are acting reasonably; (l) the Purchaser, acting in its sole discretion, shall be satisfied with the results of its investigations pursuant to Section 6.3; and (2) Each of the conditions set out in Section 4.1(1) is for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor set forth in Section 3.01 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated hereby; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser. (2) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Vendors, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breachcondition.

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by the Purchaser completion of the Purchased Assets transactions contemplated herein is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Vendor Vendors set forth in Section 3.01 will 3.1 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) the Vendor will Vendors shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor Vendors at or prior to the Time of Closing; (c) the Purchaser will shall be furnished with such certificates certificates, affidavits or other instruments (including instruments of conveyance with respect to the Purchased Assets) statutory declarations of the Vendor Corporation and of the Vendors or of officers of the Vendor Corporation and of the Vendors as the Purchaser or the Purchaser’s and its counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor Vendors or by the Corporation, as the case may be, at or prior to the Time of Closing have been performed or and complied with and that the representations and warranties of the Vendor Vendors herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals no material damage by fire or consents as are required other hazard to permit the change of ownership assets of the Purchased Assets contemplated herebyCorporation shall have occurred from the date hereof to the Time of Closing; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale all directors and purchase officers of the Purchased Assets contemplated hereby; andCorporation specified by the Purchaser shall resign; (f) the Vendors and all directors and officers of the Corporation shall release the Corporation from any and all possible claims against the Corporation arising from any act, matter or thing arising at or prior to the Time of Closing; (g) all necessary steps and proceedings will shall have been taken to permit the Purchased Assets Shares to be duly and regularly transferred to and registered in the name of the Purchaser; (h) the parties shall have entered into the Escrow Agreement in the form of Exhibit A hereto and U.S.$50,000 and 81,687 Exchangeable Shares, in the respective amounts and numbers for each Vendor set out in Part III of Schedule A hereto (the "Escrowed Exchangeable Shares") shall have been delivered to the Escrow Agent by the Vendors as collateral for the indemnification obligations of the Vendors contained in Article VI of this Agreement, pursuant to the terms of the Escrow Agreement.; (i) the existing lease agreement for the current premises occupied by the Corporation shall be amended pursuant to the terms provided on the Lease Agreement Amendment attached as Exhibit C hereto. (j) there shall be an employment agreement entered into between each of Naveen Seth and Sunil Sethi and the Corporation xxxxxxxxxxlly in the forms attached hereto as Exhibit D and E, respectively, in full substitution for any existing employment agreements with such individuals; (k) the Vendors shall cause 1213360 Ontario Ltd. to repay the existing loan of $85,000 to the Corporation; (l) the guaranty by the Corporation and the financing statement filed against the Corporation relating to the purchase by 1213360 Ontario Ltd. of the premises leased by the Corporation shall be released and terminated to Purchaser's reasonable satisfaction; (m) the Vendors shall have delivered to the Purchaser favorable opinions of the Vendors' counsel substantially in the form attached hereto as Exhibit F; (n) the Board of Directors of the Purchaser, in its sole discretion, shall have approved the closing of the proposed transaction; (o) no material change shall have occurred between the execution of this Agreement and the Closing in the Corporation's business or otherwise, which would adversely affect the value of the proposed transaction to the Purchaser; (p) the form and legality of all matters incidental to the completion of the transactions contemplated herein shall be subject to the approval of the Purchaser's counsel; (q) Jang Badhur Sethi, who is a non-xxxxxxxx xerson within the meaning of Section 116 of the Income Tax Act (Canada), shall, subject, as provided in the Additional Escrow Agreement, to a holdback of U.S.$226,726 payable to that Vendor, furnish to the Purchaser a certificate on Form T2068, not later than October 30, 1997 having a "certificate limit" of not less than such amount; (r) the Vendors, as holders of the Exchangeable Shares shall have signed and delivered to the Corporation and the Purchaser the special resolutions of the Corporation in the forms of Exhibit K-1 and K-2 hereto; (s) the Reorganization shall have been completed and the only issued and outstanding shares of the Corporation shall be the Class A Shares owned by the Purchaser and the Exchangeable Shares owned by the Vendors; and (t) the parties shall have entered into the LockUp Agreement in the form of Exhibit B hereto. (2) In case any term or covenant of the Vendor Vendors or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has shall not have been performed or complied with at or prior to the Time of Closing, the PurchaserPurchaser may, without limiting any other right that the Purchaser hasit may have, may at its sole option option, either: (a) rescind this Agreement by notice to the VendorVendors, and in such event the Purchaser will shall be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1) 7.1.1 The sale by the Vendor Vendors and the purchase by the Purchaser of the Purchased Assets Shares is subject to the following conditions, conditions which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) 7.1.1.1 the representations and warranties of the Vendor Vendors set forth in Section 3.01 will 3.1 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of such time; (b) 7.1.1.2 the Vendor will Vendors shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor Vendors at or prior to the Time of Closing; (c) 7.1.1.3 the Purchaser will shall be furnished with such certificates certificates, affidavits or other instruments (including instruments of conveyance with respect to the Purchased Assets) statutory declarations of the Vendor Corporation and of the Vendors or of officers of the Corporation and of the Vendor as the Purchaser or the Purchaser’s 's counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor Vendors or by the Corporation, as the case may be, at or prior to the Time of Closing have been performed or and complied with and that the representations and warranties of the Vendor Vendors herein given are true and correct at the Time of Closing; (d) there will have been obtained from all appropriate Governmental Authorities such approvals 7.1.1.4 no material damage by fire or consents as are required other hazard to permit the change of ownership assets of the Purchased Assets contemplated herebyCorporation shall have occurred from the date hereof to the Time of Closing; 7.1.1.5 all directors and officers of the Corporation specified by the Purchaser shall resign; 7.1.1.6 the Vendors and all directors and officers of the Corporation shall release the Corporation from any and all possible claims against the Corporation arising from any act, matter or thing arising at or prior to the Time of Closing; for greater certainty, such release will not affect the obligations of the Corporation under any of the Ancillary Agreements; 7.1.1.7 there shall be a non-competition agreement entered into between the Purchaser, the Corporation and each of the Vendors substantially in the form attached hereto as Schedule 7.1.1.7 (e) no action or proceeding the "Non-Competition Agreements"); 7.1.1.8 there shall be an employment agreement entered into between the Corporation and John Xxxxxxxx xxxstantially in Canada will the form attached hereto as Schedule 7.1.1.8 (the "Employment Agreement"); 7.1.1.9 there shall be pending or threatened by any personan escrow agreement entered, or Governmental Authority into between the Purchaser, the Vendors and McCaxxxx Xxxrxxxx, xx escrow agent, in substantially the form attached hereto as Schedule 7.1.1.9 (the "Escrow Agreement"); 7.1.1.10 the Purchaser and John Xxxxxxxx xxxll have executed a lease in respect of the premises located at 4400 Xxxxx Xxxx in substantially the form attached hereto as Schedule 7.1.1.10; 7.1.1.11 the Vendors shall have delivered to enjoin, restrict or prohibit the Purchaser a favourable opinion of the Vendors' counsel substantially in the form attached hereto as Schedule 7.1.1.11; 7.1.1.12 the form and legality of all matters incidental to the sale by the Vendors and the purchase by the Purchaser of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will have been taken Shares shall be subject to permit the Purchased Assets to be duly and regularly transferred to and registered in the name approval of the Purchaser's counsel, acting reasonably. (2) 7.1.2 In case any term or covenant of the Vendor Vendors or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has shall not have been performed or complied with at or prior to the Time of Closing, the PurchaserPurchaser may, without limiting any other right that the Purchaser hasmay have, may at its sole option option, either: (a) 7.1.2.1 rescind this Agreement by notice to the VendorVendors, and in such event the Purchaser will shall be released from all obligations hereunder; or (b) 7.1.2.2 waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless 7.1.2 and the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor Vendors had covenanted covenanted, pursuant to Section 4.2.2, to ensure had been performed or complied with, in which event the Vendor will Vendors shall be liable to the Purchaser for any Claims losses, damages or expenses incurred by the Purchaser directly or indirectly as a result of such breach.

Conditions for the Benefit of the Purchaser. (1a) The sale by the Vendor and the purchase by the Purchaser of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (ai) the representations and warranties of the Vendor set forth in Section 3.01 6.1 will be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time; (bii) the Vendor will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing; (ciii) the Purchaser will be furnished with such certificates or other instruments (including instruments of conveyance with respect to the Purchased Assets) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s 's counsel may reasonably think deem necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closing; (div) there will have been obtained from all appropriate Governmental Authorities federal, state, provincial, municipal or other governmental or administrative bodies such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated herebyhereby and to permit the business related to the Purchased Assets to be carried on by the Purchaser as now conducted; (ev) no action or proceeding in Canada the United States will be pending or threatened by any person, government, governmental authority, regulatory body or Governmental Authority agency to enjoin, restrict or prohibit prohibit: (A) the sale and purchase of the Purchased Assets contemplated hereby; andor (B) the right of the Purchaser to conduct the Purchased Assets; (fvi) no material damage to the Purchased Assets will have occurred from the date hereof to the Time of Closing; (vii) all necessary steps and proceedings will have been taken to permit the Purchased Assets to be duly and regularly transferred to and registered in the name of the Purchaser.; (2viii) In case all consents or approvals from or notifications to any term lessor or covenant other third person required under the terms the Assumed Contracts with respect to the assignment thereof to the Purchaser hereunder, or otherwise in connection with the consummation of the Vendor transactions contemplated hereby, shall have been duly obtained or condition to be performed given, as the case may be, on or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to before the Time of Closing, ; (ix) the Vendor shall have delivered to the Purchaser a non-competition agreement having a term of three (3) years in form and substance satisfactory to the Purchaser, without limiting any other right that acting reasonably; (x) the Vendor shall have successfully assigned and transferred to the Purchaser hasall major agreements including, may at its sole option either:without limitation, the Sprint Agreement. For greater certainty, the successful assignment and transfer of any agreement shall include a consent thereto by the co-contracting party in form and substance satisfactory to the Purchaser, acting reasonably; (axi) rescind the Vendor and the Purchaser shall have entered into a preferred mobile virtual network enabler agreement with a term of at least one (1) year in form and substance satisfactory to the Purchaser; (xii) the Vendor shall have delivered to the Purchaser a guarantee by InPhonic, Inc. in favour of the Purchaser guaranteeing the obligations of the Vendor under this Agreement by notice Agreement, in form and substance satisfactory to the Purchaser; (xiii) the Vendor will have delivered to the Purchaser a favourable opinion of the Vendor's counsel in form and substance satisfactory to the Purchaser, as to the Vendor's corporate existence, standing in its organizational jurisdiction, and in such event the Purchaser will be released from all obligations hereunder; orauthority, as to due execution and delivery and as to enforceability; (bxiv) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable shall have delivered to the Purchaser for any Claims incurred a consent and release by Comerica of its security on the Purchased Assets, in form and substance satisfactory to the Purchaser; (xv) the Vendor shall have delivered to the Purchaser directly or indirectly as a result assignment agreements in registerable form in respect of such breach.the trade names "Liberty Wireless", "Liberty Wireless For All" and "Viva Liberty";

Conditions for the Benefit of the Purchaser. (1) The sale by the Vendor and the purchase by obligation of the Purchaser of to purchase the Purchased Assets from the Vendor pursuant hereto and consummate any other transaction contemplated hereby is subject to the following conditions, conditions (which are for the exclusive benefit of the Purchaser) being satisfied in all respects at the Closing Time, or such earlier time as is specified below provided, however, that any such condition may be waived in writing by the Purchaser, in whole or in part, at any time, without prejudice to any of the other rights of the Purchaser and which are to be performed or complied with at or prior to the Time of Closinghereunder: (a) the representations and warranties of the Vendor set forth in Section 3.01 will this Agreement shall be true and correct in all material respects at the Closing Time of Closing with the same force and effect as if made at and as of such time, except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as at such date, and the Vendor shall have delivered, on the Closing Date, a certificate confirming the foregoing dated the Closing Date, addressed to the Purchaser and duly executed by a senior officer of the Vendor; (b) the Vendor will shall have performed or complied and performed, in all material respects, with all of the terms, covenants and conditions of obligations set forth in this Agreement to be complied with, and performed or complied with by the Vendor at or prior to the Closing Time pursuant hereto, and the Vendor shall have delivered, on the Closing Date, a certificate confirming the foregoing dated the Closing Date, addressed to the Purchaser and duly executed by a senior officer of Closingthe Vendor; (c) the Purchaser will be furnished with such certificates or other instruments (including instruments Xxxx Xxxxxxx and at least 80% of conveyance with respect to the Purchased AssetsBusiness Employees (other than such as are on long term disability or otherwise not then reporting for work) of the Vendor or of officers of the Vendor as the Purchaser or shall have agreed to accept the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time offer of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closingemployment; (d) there will Except as set forth on Schedule 5.1(d), no action, suit, proceeding or investigation shall have been obtained from all appropriate Governmental Authorities such approvals commenced or consents as are required to permit threatened against the change Vendor, which, in the reasonable opinion of ownership of Purchaser’s counsel, if successful, would have a materially adverse effect on the Purchased Assets contemplated herebyBusiness or the Purchased Assets; (e) there shall be no action Order issued delaying, restricting or proceeding in Canada will be preventing, and no Claim pending or threatened by any person, or Governmental Authority to enjoin, delay, restrict or prohibit the purchase and sale and purchase of any of the Purchased Assets Assets, as contemplated hereby; and, or the right of the Purchaser to conduct the Purchased Business or to own or use the Purchased Assets following the Closing Time; (f) all necessary steps and proceedings will Required Approvals shall have been taken obtained, in each case, on terms acceptable to permit the Purchaser, acting reasonably; (g) subject to Section 4.7, there shall have been no material adverse change in the condition of the Purchased Business during the Interim Period; (h) the Vendor shall have delivered evidence satisfactory to the Purchaser, acting reasonably, that all Encumbrances other than Permitted Encumbrances have been discharged or released as to the Purchased Assets to be duly such that the Purchased Assets are free and regularly transferred to and registered in the name clear of the Purchaser.all Encumbrances other than Permitted Encumbrances; and (2i) In case any term or covenant of the Vendor or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice Vendor shall have delivered all items which it is required to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement deliver pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breach6.2.

Conditions for the Benefit of the Purchaser. (1) The sale by Purchaser shall be obliged to complete the Vendor and the purchase by the Purchaser Transactions only if each of the Purchased Assets is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with conditions precedent has been satisfied in full at or prior to before the Time time of ClosingClosing on the Closing Date: (a) the representations and warranties of the Vendor set forth in Section 3.01 Vendor’s Fundamental Representations will be true and correct in all respects as of the Agreement Date and at the Time time of Closing on the Closing Date with the same force and effect as if made at and as of such time, except for de minimis inaccuracies. The Vendor’s General Representations will be true and correct as of the Agreement Date and at the time of Closing on the Closing Date with the same force and effect as if made at and as of such time, except (i) to the extent such representations and warranties are made only as of another date, including the Agreement Date, in which case such representations and warranties will be true and correct as of such other date, and (ii) to the extent the failure of such representations and warranties to be true and correct at such time would not, in the aggregate, have a Material Adverse Effect (it being understood that for the purposes of such determination, all such representations and warranties that are qualified as to “material”, “material respects”, “Material Adverse Effect” or words of similar import or effect will be deemed to have been made without such qualification); (b) the Vendor will have performed or has complied with or performed, in all material respects, all of the termsobligations, covenants and conditions of agreements under this Agreement to be performed or complied with or performed by it on or before the Vendor at or prior to time of Closing on the Time of ClosingClosing Date; (c) there is no Order issued preventing, and no pending or threatened Proceeding, against any Party or the Purchaser will be furnished with such certificates Corporation, for the purpose of enjoining or other instruments (including instruments of conveyance with respect to preventing, the Purchased Assets) completion of the Vendor Transactions or of officers of the Vendor as the Purchaser otherwise claiming that this Agreement or the Purchaser’s counsel may reasonably think necessary in order completion of Transactions is improper or would give rise to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Vendor herein given are true and correct at the Time of Closingsuch a Proceeding; (d) since the Agreement Date there will has not occurred any event that is reasonably likely to have been obtained from all appropriate Governmental Authorities such approvals or consents as are required to permit the change of ownership of the Purchased Assets contemplated herebya Material Adverse Effect; (e) no action or proceeding in Canada will be pending or threatened by any person, or Governmental Authority to enjoin, restrict or prohibit the sale and purchase of the Purchased Assets contemplated hereby; and (f) all necessary steps and proceedings will Vendor have been taken to permit the Purchased Assets caused to be duly and regularly transferred delivered to and registered in the name of the PurchaserPurchaser all closing deliveries as required under Section 3.2. (2) In case any term or covenant Each of the Vendor or condition to be performed or complied with conditions set out in Section 4.1(1) is for the exclusive benefit of the Purchaser at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, the Purchaser, without limiting any other right that and the Purchaser has, may at its sole option either: (a) rescind this Agreement by notice to the Vendor, and in such event the Purchaser will be released from all obligations hereunder; or (b) waive compliance with any such term, covenant or condition in whole or in part on by notice in writing to the Vendor, except that no such terms waiver operates as may be agreed upon without prejudice to any of its rights of rescission in the event of non-performance a waiver of any other term, covenant or condition in whole or in part; and, if the Purchaser rescinds this Agreement pursuant to Section 5.01(2)(a), the Vendor will also be released from all obligations hereunder unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was one that the Vendor had covenanted to ensure had been performed or complied with, in which event the Vendor will be liable to the Purchaser for any Claims incurred by the Purchaser directly or indirectly as a result of such breachcondition.