Common use of Conditions of Closing in Favour of the Purchaser Clause in Contracts

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will have tendered all closing deliveries set forth in Sections 4.03, including delivery of the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable; (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo at or before the Time of Closing will have been complied with or performed and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser; (g) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (i) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and PlantX shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt on or before the Time of evidence Closing, PlantX shall have obtained the consent of each of the TargetCo Securityholders’ Approval and any other approval New PlantX Shareholders, if any, evidenced by the delivery of the TargetCo Securityholders, as applicableShareholder Consent Agreements; (c) neither PlantX nor any of the shareholders of Purchaser Shareholders shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingviolated Section 9.01; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo PlantX set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO sole director of TargetCo PlantX to this effect will shall have been delivered to the Purchaser; (fe) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo PlantX at or before the Time of Closing will have been complied with or performed and a certificate of the CEO sole director of TargetCo PlantX to this effect will shall have been delivered to the Purchaser; (f) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholders of the documents described in Section 4.04 required to be delivered by such Shareholders shall constitute a reaffirmation and confirmation by such Shareholders of such representations and warranties; (g) all of the Purchaser terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholders at or before the Time of Closing will be satisfied have been complied with or performed and delivery of the results documents described in Section 4.04 shall constitute confirmation of its due diligence investigations relating to TargetCo such compliance and the Transaction, acting reasonablyperformance; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure LetterSection 5.03(n), necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (i) there will being no inquiry or investigation (whether formal or informal) in relation to PlantX or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on, PlantX, its business, assets or financial condition; and (j) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. PlantX. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s 's right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the delisting of the Common Shares from the TSXV shall have been approved by the majority of the minority Purchaser’ shareholders and the TSXV; (b) the Securityholders and Aura shall have tendered all closing deliveries set forth in Sections 4.035.03 and 5.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable; (c) the shareholders Common Shares, including the Payment Shares and the Common Shares issuable on exercise of Purchaser the Replacement Convertible Securities and the underlying warrants to the Replacement Convertible Securities, shall have authorized and provided approval been conditionally approved for listing on the CSE, subject to increase the number of directors usual requirements of the Purchaser from three (3) to five (5) directors to accommodate CSE in respect of transactions of the appointment nature of two (2) additional directors upon Closingthe Transaction as contemplated herein; (d) the issued and outstanding shares Minimum Offering shall have been completed or if completed in escrow pending the Closing, then all conditions necessary to release such escrow shall have been satisfied (other than the completion of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCoTransaction); (e) neither Aura nor any of the Aura Shareholders shall have violated Section 10.01; (f) the representations and warranties of TargetCo Aura set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Aura to this effect will shall have been delivered to the Purchaser; (fg) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Aura at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo Aura to this effect will shall have been delivered to the Purchaser; (gh) the representations and warranties of the Securityholders set forth in this Agreement shall have been be true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Time of Closing and delivery by each Securityholder of the documents described in Section 5.04 required to be delivered by such Securityholder shall constitute a reaffirmation and confirmation by such Securityholder of such representations and warranties; (i) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Securityholders at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 5.04 shall constitute confirmation of such compliance and performance; (j) the Purchaser will shall be satisfied with the results of its due diligence investigations relating to TargetCo the representations and warranties of Aura and the TransactionSecurityholders contained in this Agreement, acting reasonably; (hk) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basis; (il) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoAura; (jm) there will shall be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo Aura or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo Aura which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (kn) there will shall be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction; (l) Purchaser, TargetCo, CRC, ; and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will have tendered all closing deliveries set forth in Sections 4.03, including delivery of the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable; (c) the shareholders shareholder of Purchaser shall have authorized and provided approval by written consent resolution to increase the number of directors of the Purchaser from three (3) one to five (5) directors to accommodate the appointment of (i) two (2) additional directors upon Closing, and (ii) two additional directors prior to the completion of the intended Financing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO Chief Executive Officer of TargetCo to this effect will have been delivered to the Purchaser; (fe) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo at or before the Time of Closing will have been complied with or performed and a certificate of the CEO Chief Executive Officer of TargetCo to this effect will have been delivered to the Purchaser; (gf) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably; (hg) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (ih) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (ji) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (kj) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (mk) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and Danavation shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo SecurityholdersShareholders, as if applicable; (c) on or before the shareholders of Purchaser Closing Time, Danavation shall have authorized and provided approval to increase obtained the number consent of directors each of the Purchaser from three (3) to five (5) directors to accommodate New Danavation Shareholders, if any, evidenced by the appointment delivery of two (2) additional directors upon Closingthe Danavation Shareholder Consent Agreements; (d) the issued and outstanding shares Common Shares, including the Payment Shares, shall have been conditionally approved for Listing on the CSE, subject to the usual requirements of Series Z Preferred Stock the CSE in respect of TargetCo shall be returned to treasury shares transactions of the nature of the Transaction as provided in the certificate of designation for TargetCocontemplated herein; (e) the Danavation Private Placement shall have been completed or if completed in escrow pending the Closing, then all conditions necessary to release such escrow shall have been satisfied (other than the completion of the Transaction); (f) all of the conditions necessary to complete the Concurrent Financing shall have been satisfied (other than the completion of the Transaction); (g) neither Danavation nor any of the Shareholders shall have violated Section 8.01; (h) the representations and warranties of TargetCo Danavation set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Danavation to this effect will shall have been delivered to the Purchaser; (fi) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Danavation at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo Danavation to this effect will shall have been delivered to the Purchaser; (gj) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholder of the documents described in Section 4.04 required to be delivered by such Shareholder shall constitute a reaffirmation and confirmation by such Shareholder of such representations and warranties; (k) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholder at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 4.04 shall constitute confirmation of such compliance and performance; (l) the Purchaser will shall be satisfied with the results of its due diligence investigations relating to TargetCo Danavation and the Transaction, acting reasonably; (hm) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure LetterDanavation Material Contracts, necessary to conduct the business of Danavation or permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basis; (in) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoDanavation; (jo) there will shall be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo Danavation or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo Danavation which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (kp) there will shall be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (mq) the Closing Date will shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s 's right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the delisting of the Common Shares from the TSXV shall have been approved by the majority of the minority Purchaser’ shareholders and the TSXV; (b) the Securityholders and Aura shall have tendered all closing deliveries set forth in Sections 4.035.03 and 5.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable; (c) the shareholders Common Shares, including the Payment Shares and the Common Shares issuable on exercise of Purchaser the Replacement Convertible Securities and the underlying warrants to the Replacement Convertible Securities, shall have authorized and provided approval been conditionally approved for listing on the CSE, subject to increase the number of directors usual requirements of the Purchaser from three (3) to five (5) directors to accommodate CSE in respect of transactions of the appointment nature of two (2) additional directors upon Closingthe Transaction as contemplated herein; (d) the issued and outstanding shares Minimum Offering shall have been completed or if completed in escrow pending the Closing, then all conditions necessary to release such escrow shall have been satisfied (other than the completion of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCoTransaction); (e) neither Aura nor any of the Aura Shareholders shall have violated Section 10.01; (f) the representations and warranties of TargetCo Aura set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Aura to this effect will shall have been delivered to the Purchaser; (fg) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Xxxx at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo Aura to this effect will shall have been delivered to the Purchaser; (gh) the representations and warranties of the Securityholders set forth in this Agreement shall have been be true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Time of Closing and delivery by each Securityholder of the documents described in Section 5.04 required to be delivered by such Securityholder shall constitute a reaffirmation and confirmation by such Securityholder of such representations and warranties; (i) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Securityholders at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 5.04 shall constitute confirmation of such compliance and performance; (j) the Purchaser will shall be satisfied with the results of its due diligence investigations relating to TargetCo the representations and warranties of Aura and the TransactionSecurityholders contained in this Agreement, acting reasonably; (hk) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basis; (il) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoAura; (jm) there will shall be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo Aura or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo Aura which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (kn) there will shall be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction; (l) Purchaser, TargetCo, CRC, ; and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. 7.1 The obligations purchase and sale of the Purchaser to complete the Transaction are Gold Cap Shares is subject to the fulfillment following terms and conditions which are deemed to be for the exclusive benefit of the following conditions on Purchaser, to be fulfilled or before performed at or prior to the Time of ClosingClosing on the Closing Date: (a) TargetCo All representations and warranties contained herein on the part of the Vendor shall be true in all respects at the Time of Closing on the Closing Date, as though then made, except to the extent that a different time is stated in such representation and warranty; and there shall have been compliance in all respects with the covenants and obligations on the part of the Vendor and Gold Cap contained herein, which are to be complied with at or prior to the Time of Closing on the Closing Date, each and every one of which is hereby deemed to be a condition to the closing of the transaction contemplated herein. In this regard, the Vendor shall deliver to the Purchaser a certificate of an officer of the Vendor confirming that the representations and warranties of the Vendor contained in this Agreement are true in all respects as at the Time of Closing on the Closing Date, as though then made and that the covenants of the Vendor to be complied with at or prior to the Time of Closing on the Closing Date have been complied with in all respects; provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this Agreement. (b) All required regulatory and third party approvals and consents to the transactions contemplated herein shall have been obtained in form and upon terms satisfactory to the Purchaser and its legal counsel in compliance with applicable laws and without affecting or resulting in the cancellation or termination of any license or permit held by Gold Cap relating to the Project or any part thereof. (c) The Vendor shall have delivered proof satisfactory to the Purchaser and its legal counsel, that the approval of the shareholders of the Vendor to the purchase and sale of the Gold Cap Shares in accordance with the terms of this Agreement has been obtained by the requisite majority pursuant to a meeting of such shareholders, duly called and properly held to consider same. (d) The Purchaser shall have received proof satisfactory to it and its legal counsel that the shareholders of Gold Cap have approved, by the requisite majority, the merger of a wholly-owned subsidiary of the Purchaser (hereinafter referred to as the "MERGER") with Gold Cap in accordance with the terms of an agreement entered into between, inter alia, the Purchaser and Gold Cap dated as of March 5, 1997 pursuant to which all of the shares in Gold Cap held by shareholders other than the Vendor will be exchanged upon the Effective Date (as defined hereinafter) for shares of the Purchaser on the basis of one common share of the Purchaser for every 3.622 common shares in the capital stock of Gold Cap held by a shareholder (other than the Vendor), subject to adjustment in the manner set out in the said agreement (hereinafter referred to as the "MERGER AGREEMENT"). (e) The Purchaser and its legal counsel shall be satisfied that each of the purchase and sale of the Gold Cap Shares contemplated herein and the Merger is an exempt takeover bid within the meaning of the Securities Act (British Columbia) and applicable United States securities legislation. (f) The Purchaser shall have tendered all closing deliveries satisfied itself that the representations and warranties of the Vendor as set forth in Sections 4.03this Agreement relating to the Project are true and correct. (g) The Purchaser shall have received all financing necessary (upon terms and conditions satisfactory to the Purchaser in its sole and absolute discretion) to purchase the Gold Cap Shares, including delivery as contemplated herein, and to effect the repayment of debt contemplated in Section 2.2 hereof. In connection with the foregoing, the Purchaser shall advise the Vendor, as soon as possible after the date hereof, as to the minimum amount of financing that the Purchaser will require in order to meet its obligations as described in this subsection (g) (the "MINIMUM AMOUNT"). Furthermore, prior to the Royalstar Meeting, the Purchaser shall confirm, in writing, to the Vendor that it, or any agent engaged by it, has procured subscribers for the Minimum Amount, subject to final documentation and regulatory approval. (h) The Purchaser shall have received a written opinion of legal counsel addressed to the Purchaser and its legal counsel, in form and substance satisfactory to the Purchaser and its legal counsel, that all acts and steps necessary or desirable to effect the Merger have been completed. (i) The Purchaser shall have received a written opinion of the Exchanged TargetCo SecuritiesVendor's legal counsel (which opinion shall not relate to the laws of the United States), in a form and substance satisfactory to the Purchaser and its legal counsel: (i) that the Vendor has been duly incorporated and organized and is a valid and subsisting corporation under the laws of its incorporation; (ii) that all necessary corporate actions and proceedings have been taken by the Vendor to authorize and permit the due and valid transfer of the Gold Cap Shares at the Time of Closing on the Closing Date from the Vendor to the Purchaser; (iii) that the purchase of the Gold Cap Shares pursuant to this Agreement is an exempt takeover bid within the meaning of the Securities Act (British Columbia); (iv) that this Agreement has been duly executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor enforceable against it in accordance with its terms (subject to bankruptcy laws and the availability of equitable remedies) and, to the knowledge of counsel, does not violate the provisions of any instrument or agreement to which the Vendor is a party or by which it is bound; and (v) as to such other matters as the Purchaser may reasonably specify. (j) All of the conditions set forth in Section 6.2 of the Merger Agreement shall have been fulfilled. (k) The Vendor shall cause all necessary steps and proceedings as may reasonably be approved by the Purchaser's legal counsel to be taken so that the Gold Cap Shares may be properly transferred to the Purchaser at the Time of Closing on the Closing Date; and in this regard, to deliver to the Purchaser at the Time of Closing on the Closing Date certificates representing all of the Gold Cap Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers;transfer. (bl) receipt of evidence of the TargetCo Securityholders’ Approval The Vendor shall execute and any other approval of the TargetCo Securityholders, as applicable; (c) the shareholders of Purchaser shall have authorized and provided approval deliver to increase the number of directors of the Purchaser from three (3) all other documents which require execution and delivery by the Vendor pursuant to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in on the Closing Date. (m) The Purchaser is satisfied that all respects (in acts, steps and events necessary or desirable to effect the case Merger have been completed, including, without limitation, the filing of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case Articles of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected Merger with the Colorado Secretary of State and the acceptance by the transactions contemplated by this Agreement, and a certificate Colorado Secretary of State of the CEO Articles of TargetCo Merger. (n) The Purchaser shall have received confirmation satisfactory to this effect will have been it from the auditors of Gold Cap that all financial statements of Gold Cap delivered to the Purchaser;Purchaser or its advisors for the period up to the Time of Closing have been prepared in accordance with generally accepted accounting principles and present in a fair and accurate manner the financial status of Gold Cap for the period covered by such financial statements. (fo) all The Purchaser and its legal counsel shall be satisfied that none of Gold Cap or any of the termsGold Cap Subsidiaries will be required to include in a taxable period on or after the later of (X) the filing of the Articles of Merger with the Colorado Secretary of State; and (Y) the effective date specified in the Articles of Merger, which date shall be no later than August 31, 1997 (hereinafter referred to as the "EFFECTIVE DATE") taxable income (1) attributable to income that economically accrued in a taxable period ending on or before the Effective Date, including, without limitation, as a result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting or the cash method of accounting, or (2) by reason of Section 481 of the Code or comparable provisions of state, local or foreign law. 7.2 In case any of the conditions set forth in Section 7.1 hereof shall not be satisfied at the Time of Closing on the Closing Date, the Purchaser may: (a) refuse to complete the transaction contemplated herein by notice to the Vendor, and, in such event, subject to Section 11 hereof, each of the Purchaser and the Vendor shall be released from all obligations hereunder and the Agreement terminated; or (b) complete the transaction contemplated herein, it being expressly understood and agreed that the Purchaser may rely, notwithstanding such completion, upon the representations, warranties, covenants and conditions contained in this Agreement, provided that any of this Agreement the unsatisfied conditions may be waived in whole or in part by the Purchaser without prejudice to its rights of rescission in the event of the non- fulfilment and/or non-performance of any other condition or conditions. Any such waiver must be complied with or performed by TargetCo at or before in writing and delivered to the Vendor prior to the Time of Closing will have been complied with or performed and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser; (g) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (i) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will BNO and SSM shall have tendered all closing deliveries set forth in Sections 4.03, including delivery of the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of Transaction shall have been approved by the TargetCo Securityholders, as applicableCSE; (c) all consents, waivers, permits, orders and approvals of all Governmental Authorities or other persons necessary to permit the shareholders completion of Purchaser the Transaction shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingbeen obtained; (d) SSM shall have no outstanding liabilities, shareholder loans or other third party loans at the issued and outstanding shares Time of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCoClosing; (e) neither of SSM or BNO shall have violated the exclusivity granted to the Purchaser under Article VIII; (f) the representations and warranties of TargetCo SSM and BNO set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo SSM to this effect will shall have been delivered to the Purchaser; (fg) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo SSM or BNO at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo SSM to this effect will shall have been delivered to the Purchaser; (g) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (i) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoSSM; (i) SSM shall not have any outstanding options, warrants or other securities convertible into shares of SSM; (j) there will shall be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo SSM or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo SSM which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will shall be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction;; and (l) Purchaser, TargetCo, CRC, and CRC Members, as completion of the case may be, Transaction shall have entered into the Ancillary Agreements; and (m) the Closing Date will be occurred on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Securityholders and XXXX shall have tendered all closing deliveries set forth in Sections 4.035.03 and 5.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo SecurityholdersPurchaser Shareholder Approval, as if applicable; (c) on or before the shareholders Time of Purchaser Closing, XXXX shall have authorized and provided approval to increase obtained the number consent of directors each of the Purchaser from three (3) to five (5) directors to accommodate New XXXX Shareholders, if any, evidenced by the appointment delivery of two (2) additional directors upon Closingthe XXXX Shareholder Consent Agreements; (d) neither XXXX nor any of the issued and outstanding shares of Series Z Preferred Stock of TargetCo Shareholders shall be returned to treasury shares as provided in the certificate of designation for TargetCohave violated Section 10.01; (e) the representations and warranties of TargetCo XXXX set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo XXXX to this effect will shall have been delivered to the Purchaser; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo XXXX at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo XXXX to this effect will shall have been delivered to the Purchaser; (g) the Purchaser will representations and warranties of the Securityholders set forth in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be satisfied with true and correct in all material respects as of the results Time of its due diligence investigations relating Closing and delivery by each Securityholders of the documents described in Section 5.04 required to TargetCo be delivered by such Securityholders shall constitute a reaffirmation and the Transaction, acting reasonablyconfirmation by such Securityholders of such representations and warranties; (h) other than pursuant all of the terms, covenants and conditions of this Agreement to U.S federal laws, be complied with or performed by the Securityholders at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 5.04 shall constitute confirmation of such compliance and performance; (i) all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure LetterSection 6.03(i), necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (ij) all of the principals of XXXX are acceptable to regulators including the CSE; (k) the completion of the Transaction without being classified as a "Fundamental Change" for the Purchaser, pursuant to the policies of the CSE; (l) there will being no inquiry or investigation (whether formal or informal) in relation to XXXX or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on, XXXX, its business, assets or financial condition; and (m) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateXXXX. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s 's right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and Lexington shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo SecurityholdersShareholders, as if applicable; (c) on or before the shareholders of Purchaser Closing Time, Lexington shall have authorized and provided approval to increase obtained the number consent of directors each of the Purchaser from three (3) to five (5) directors to accommodate New Lexington Shareholders, if any, evidenced by the appointment delivery of two (2) additional directors upon Closingthe Lexington Shareholder Consent Agreements; (d) the issued and outstanding shares Financing shall have been completed or if completed in escrow pending the Closing, then all conditions necessary to release such escrow shall have been satisfied (other than the completion of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCoTransaction); (e) neither Lexington nor any of the Shareholders shall have violated Section 9.01; (f) the representations and warranties of TargetCo Lexington set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Lexington to this effect will shall have been delivered to the Purchaser; (fg) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Lexington at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo Lexington to this effect will shall have been delivered to the Purchaser; (gh) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholder of the documents described in Section 4.04 required to be delivered by such Shareholder shall constitute a reaffirmation and confirmation by such Shareholder of such representations and warranties; (i) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholder at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 4.04 shall constitute confirmation of such compliance and performance; (j) the Purchaser will shall be satisfied with the results of its due diligence investigations relating to TargetCo Lexington and the Transaction, acting reasonably; (hk) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure LetterSchedule 5.03(m), necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basis; (il) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoLexington; (jm) there will shall be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo Lexington or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo Lexington which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (kn) there will shall be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (mo) the Closing Date will shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will Mxxxxx and the Shareholders shall have tendered all closing deliveries set forth in Sections 4.034.02(e) and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt on or before the Time of evidence Closing, Midori shall have obtained the consent of each of the TargetCo Securityholders’ Approval and any other approval New Midori Shareholders, if any, evidenced by the delivery of the TargetCo Securityholders, as applicableShareholder Consent Agreements; (c) neither Midori nor any of the shareholders of Purchaser Shareholders shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingviolated Section 9.01; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Midori set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a director of TargetCo Midori to this effect will shall have been delivered to the Purchaser; (fe) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Mxxxxx at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a director of TargetCo Midori to this effect will shall have been delivered to the Purchaser; (f) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholders of the documents described in Section 4.04 required to be delivered by such Shareholders shall constitute a reaffirmation and confirmation by such Shareholders of such representations and warranties; (g) all of the Purchaser terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholders at or before the Time of Closing will be satisfied have been complied with or performed and delivery of the results documents described in Section 4.04 shall constitute confirmation of its due diligence investigations relating to TargetCo such compliance and the Transaction, acting reasonablyperformance; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities (including the CSE) or other persons, including including, if applicable, all those party to the material contracts listed in the Disclosure LetterMaterial Contracts, necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (i) there will being no inquiry or investigation (whether formal or informal) in relation to Midori or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on, Midori, its business, assets or financial condition; and (j) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateMxxxxx. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Securityholders and Labtronix shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, including respectively, including, as applicable, delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt on or before the Time of evidence Closing, Labtronix shall have obtained the consent of each of the TargetCo Securityholders’ Approval and any other approval New Labtronix Shareholders, if any, evidenced by the delivery of the TargetCo Securityholders, as applicableShareholder Consent Agreements; (c) neither Labtronix nor any of the shareholders of Purchaser Securityholders shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingviolated Section 9.01; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Labtronix set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO sole director of TargetCo Labtronix to this effect will shall have been delivered to the Purchaser; (fe) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Labtronix at or before the Time of Closing will have been complied with or performed and a certificate of the CEO sole director of TargetCo Labtronix to this effect will shall have been delivered to the Purchaser; (f) the representations and warranties of the Securityholders set forth 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 of the Time of Closing and delivery by each Securityholders of the documents described in Section 4.04 required to be delivered by such Securityholders shall constitute a reaffirmation and confirmation by such Securityholders of such representations and warranties; (g) all of the Purchaser terms, covenants and conditions of this Agreement to be complied with or performed by the Securityholders at or before the Time of Closing will be satisfied have been complied with or performed and delivery of the results documents described in Section 4.04 shall constitute confirmation of its due diligence investigations relating to TargetCo such compliance and the Transaction, acting reasonablyperformance; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure LetterSection 5.03(n), necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (i) Labtronix shall have provided the Labtronix Financial Statements (as defined herein); (j) Labtronix shall have entered into a long-term lease on a building sufficient to conduct its current operations and business on terms acceptable to the Purchaser in its sole discretion; (k) Labtronix shall have entered into a long-term agreement with the license holder that ensures Labtonix will continue to carry on its current operations and business in compliance with all applicable Arizona laws on terms acceptable to the Purchaser in its sole discretion; (l) Labtronix will provide an opinion of legal counsel that its current business and relationship with the license holder are in compliance with all applicable Arizona laws satisfactory to the Purchaser in its sole discretion; (m) the Purchaser shall have received a comfort letter from Davidson & Company LLP confirming that Labtronix’s 2019 revenues are materially as represented by Labtronix management to the Purchaser’s sole satisfaction; (n) there will being no inquiry or investigation (whether formal or informal) in relation to Labtronix or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on, Labtronix, its business, assets or financial condition; and (o) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateLabtronix. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Securityholders and Purpose ESG shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt on or before the Time of evidence Closing, Purpose ESG shall have obtained the consent of each of the TargetCo Securityholders’ Approval and any other approval New Purpose ESG Shareholders, if any, evidenced by the delivery of the TargetCo Securityholders, as applicablePurpose ESG Shareholder Consent Agreements; (c) neither Purpose ESG nor any of the shareholders of Purchaser Shareholders shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingviolated Section 9.01; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Purpose ESG set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Purpose ESG to this effect will shall have been delivered to the Purchaser; (fe) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Purpose ESG at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo Purpose ESG to this effect will shall have been delivered to the Purchaser; (f) the representations and warranties of the Securityholders set forth 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 of the Time of Closing and delivery by each Securityholders of the documents described in Section 4.04 required to be delivered by such Securityholders shall constitute a reaffirmation and confirmation by such Securityholders of such representations and warranties; (g) all of the Purchaser terms, covenants and conditions of this Agreement to be complied with or performed by the Securityholders at or before the Time of Closing will be satisfied have been complied with or performed and delivery of the results documents described in Section 4.04 shall constitute confirmation of its due diligence investigations relating to TargetCo such compliance and the Transaction, acting reasonablyperformance; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure LetterSection 5.03(i), necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (i) there being no inquiry or investigation (whether formal or informal) in relation to Purpose ESG or its respective directors or officers commenced or threatened by any securities commission or official of the Exchange or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on, Purpose ESG, its business, assets or financial condition; (j) the transactions contemplated hereby will have been approved by the Exchange, if applicable, and will not be classified as a “Fundamental Change” for the Purchaser pursuant to the policies of the Exchange; (k) the Purchaser shall have received financial statements and an independent third party valuation of Purpose ESG satisfactory to the Purchaser in its sole discretion; and (l) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DatePurpose ESG. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations Purchaser’s obligation to purchase all of the Purchaser Purchased Shares and to complete take the Transaction are other actions required to be taken by Altmed at the Closing is subject to the fulfillment satisfaction, at or prior to the Closing, of each of the following conditions on or before the Time (any of Closing: (a) TargetCo will have tendered all closing deliveries set forth in Sections 4.03, including delivery of the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable; (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo at or before the Time of Closing will have been complied with or performed and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser; (g) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (i) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and which may be waived by the Purchaser, in whole or in part): (a) each of the representations and warranties in Section 3.1 and Section 3.2 that is not qualified by materiality shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Time as if then made (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties in Section 3.1 and Section 3.2 that is qualified by materiality shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Time as if then made (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), without prejudice and the Vendors shall deliver a certificate of an officer of the Corporation to this effect; (b) all of the covenants and obligations that the Vendors are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been performed and complied with in all material respects, and the Vendors shall deliver a certificate of an officer of the Corporation to this effect; (c) since the date of this Agreement, there shall not have been issued any injunction, order, decree or ruling that prohibits or limits any of the Contemplated Transactions and there shall not be any Action pending or, to the knowledge of the Vendors, threatened that (i) draws into question the validity, legality or enforceability of this Agreement or the consummation of the Contemplated Transactions; or (ii) might result, in the judgment of the Corporation, (I) in the imposition of a penalty if the Purchased Shares were delivered as contemplated hereunder or (II) in any Material Adverse Change; (d) since the date of this Agreement, there shall not have been commenced or threatened against the Vendors or the Corporation, or against any Affiliate of the Vendors or the Corporation, any Action (i) involving any challenge to, or seeking Damages or other relief in connection with, any of the Contemplated Transactions or (ii) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions; (e) the Purchaser shall have received confirmation of the continuance of the Corporation’s insurance policies, in form and substance satisfactory to the Purchaser, acting reasonably; (f) the Purchaser shall have completed the Financing on terms and conditions satisfactory to the Purchaser; (g) at the Closing, the Vendors shall deliver, or cause the Corporation to deliver, as the case may be, to: (i) the Purchaser: (A) a Certificate of Status (or the equivalent) for the Corporation as of the most recent practicable date prior to the Closing Time; (B) the bring-down certificates set out in Sections 5.2(a) and 5.2(b); (C) a certificate of an officer of the Corporation, in his capacity as an officer of the Corporation and without personal liability, certifying as to: (1) the notice of articles of the Corporation; (2) the articles of the Corporation; (3) resolutions of the board of directors of the Corporation approving the Transaction Agreements and the Contemplated Transactions; and (4) the incumbency certificates of the Corporation’s right officers who are authorized to rely on execute, deliver and perform this Agreement and any other condition agreements, instruments, certificate or other documents required to be executed by it in favour connection herewith; (D) signed counterparts of each of the PurchaserTransaction Agreements; (E) mutual releases among the Corporation, the Purchaser and the Vendors (as former shareholders) in a customary form, effective as of Closing; (F) save and except for XxXxxxxx, each of the directors and officers of the Corporation shall have tendered their resignation and release from all applicable positions with the Corporation (solely in their respective capacities as directors and officers of the Corporation but not in any capacity as an employee, if currently an employee of the Corporation) in a customary form, effective as of Closing; (G) each of the Consents, as well as any other consents that may be determined to be required for the operation of the Business, each of which shall be in full force and effect; (H) share certificates evidencing the Purchased Shares, free and clear of all Encumbrances except restrictions on the transfer of securities arising under Applicable Laws or under the Articles, duly endorsed in blank or accompanied by share transfers or other instruments of transfer duly executed in blank; and (I) all Books and Records; and (ii) the Purchaser and such other Person as required in connection with the Contemplated Transactions, such other documentation as may reasonably be required. The foregoing conditions are inserted for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser and will be deemed to have been so waived if the purchase of the Purchased Shares from the Vendors is completed or the applicable date referenced in such condition has been waived in writing on or before the applicable date.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo the Shareholders and Canuck will have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of all documents required to transfer the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powersCanuck Shares to the Purchaser; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable; (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Canuck set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer or a director of TargetCo Canuck to this effect will have been delivered to the Purchaser; (fc) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Xxxxxx at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer or a director of TargetCo Canuck to this effect will have been delivered to the Purchaser; (gd) the representations and warranties of the Shareholders set forth in this Agreement will have been true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the Time of Closing and delivery by the Shareholders of the documents described in Section 4.04 required to be delivered by the Shareholders will constitute a reaffirmation and confirmation by the Shareholders of such representations and warranties; (e) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholders at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 4.04 will constitute confirmation of such compliance and performance; (f) the Purchaser will shall be satisfied with the results of its due diligence investigations relating to TargetCo Canuck and the Transaction, acting reasonably; (hg) other than pursuant there being no inquiry or investigation (whether formal or informal) in relation to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities Canuck or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion its respective directors or officers commenced or threatened by any securities commission or official of the Transaction will CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have been obtained a Material Adverse Effect on Canuck, its business, assets or have been attempted to be obtained on a best efforts basis;financial condition; and (ih) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateCanuck. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations sale and purchase of the Purchased Assets is subject to the following terms and conditions for the exclusive benefit of the Purchaser to complete the Transaction are subject be fulfilled and/or performed at or prior to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will have tendered all closing deliveries set forth in Sections 4.0314.1 The covenants, including delivery of the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable; (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo set forth the Vendor and each of the Shareholders to the Purchaser contained in this Agreement will have been true agreement and correct as of the date hereof and will Schedules hereto shall be true and correct at the Time of Closing in all respects (on the Closing Date with the same force and effect as if such covenants, representations and warranties were made at and as of such time and the Vendor and the Shareholders shall each deliver to the Purchaser at the Time of Closing on the Closing Date a certificate to such effect, in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case Vendor under its corporate seal duly executed by its President, provided that the receipt of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by such evidence and the transactions contemplated by this Agreement, and a certificate closing of the CEO transaction of TargetCo purchase and sale herein provided for shall not be nor be deemed to be a waiver of the covenants, representations and warranties contained in this Agreement and Schedules hereto, which covenants, representations and warranties shall continue in full force and effect will have been delivered to for the Purchaser;benefit of the Purchaser as provided in Article 13 hereof. (f) all 14.2 All of the terms, covenants and conditions of this Agreement agreement to be complied with or performed by TargetCo the Vendor and the Shareholders at or before the Time of Closing will Date shall have been complied with or performed performed. 14.3 As at the Time of Closing on the Closing Date, the Vendor shall beneficially own, possess and have a good and marketable title to the Purchased Assets, free and clear of any and all mortgages, pledges, liens, charges, claims, rights, demands, restrictions, security interests or encumbrances of any kind whatsoever. 14.4 There shall have been obtained from all appropriate federal, 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 hereby. 14.5 No action or proceeding in Canada by law or in equity shall be pending or threatened by any person, firm, company, government, governmental authority, regulatory body or agency to enjoin, restrict or prohibit: (a) the purchase and sale of the Purchased Assets contemplated hereby, or (b) the right of the Purchaser to conduct the Purchased Business. 14.6 The execution and delivery of this agreement shall have been duly authorized by all necessary corporate action on behalf of the Vendor. 14.7 The sale of the Purchased Assets shall have been duly authorized and approved by a resolution passed by the directors of the Vendor and confirmed, without variation, by the shareholders of the Vendor and a certificate copy of such resolution certified by the Secretary of the CEO of TargetCo to this effect will Vendor shall have been delivered to the Purchaser;. (g) 14.8 All documents or copies thereof required to be delivered to the Purchaser shall have been so delivered, including the scheduled agreements and contracts described in the schedules hereto. 14.9 No substantial damage by fire or other hazard to the Purchased Assets shall have occurred from the date hereof to the Time of Closing. 14.10 During the Interim Period the Vendor shall have carried on the Purchased Business in the ordinary and normal course of business, except for the restrictions imposed by this Agreement. 14.11 The Purchaser shall be satisfied that it will be satisfied with entitled to carry on the results Purchased Business without being in breach of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities any applicable zoning or other personsmunicipal or governmental restrictions. 14.12 The Call Notice of ACT dated the 30th day of June, including all those party 1998 to Montreal Trust Company of Canada is in full force and effect at the Time of Closing. In case any condition, obligation or covenant of the Vendor and each of the Shareholders to be performed prior to the material contracts listed in the Disclosure Letter, necessary to permit the completion Time of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (i) there will Closing shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating performed prior to the Transaction that is materially adverse Time of Closing, the Purchaser may terminate this agreement by notice in writing to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon Vendor and in such event the Purchaser shall be released from all obligations hereunder and the Vendor shall also be released from all obligations hereunder; provided, however, that the Purchaser shall be entitled to waive compliance with any of such conditions, obligations or TargetCo which, after giving effect covenants in whole or in part if it sees fit to the Transaction, would do so materially and adversely impact the economic or business benefits without prejudice to any of the Transaction as to render inadvisable the consummation its rights of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, termination in the opinion event of the Purchasernon-performance of any other condition, acting reasonably, would have a Material Adverse Effect obligation or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, covenant in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo the Shareholders and HANTIAN will have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo SecurityholdersShareholders, as if applicable; (c) the shareholders of Purchaser shall Common Shares, including the Payment Shares, will have authorized and provided approval been conditionally approved for listing on the OTC, subject to increase the number of directors usual requirements of the Purchaser from three (3) to five (5) directors to accommodate OTC in respect of transactions of the appointment nature of two (2) additional directors upon Closingthe Transaction as contemplated herein; (d) neither HANTIAN nor any of the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCoShareholders will have violated Section 8.01; (e) the representations and warranties of TargetCo HANTIAN set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo HANTIAN to this effect will have been delivered to the Purchaser; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo HANTIAN at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo HANTIAN to this effect will have been delivered to the Purchaser; (g) the Purchaser representations and warranties of the Shareholders set forth in this Agreement will have been be true and correct in all material respects as of the date hereof and will be satisfied with true and correct in all material respects as of the results Time of its due diligence investigations relating Closing and delivery by each Shareholder of the documents described in Section 4.04 required to TargetCo be delivered by such Shareholder will constitute a reaffirmation and the Transaction, acting reasonablyconfirmation by such Shareholder of such representations and warranties; (h) other than pursuant all of the terms, covenants and conditions of this Agreement to U.S federal lawsbe complied with or performed by the Shareholders at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 4.04 will constitute confirmation of such compliance and performance; (i) each of the current employees of HANTIAN will enter into a form of confirmatory assignment and waiver agreement confirming the assignment of all intellectual property rights to Business-Related IP to HANTIAN (the “Confirmatory Agreement”) in form and substance satisfactory to both HANTIAN and the Purchaser prior to the Closing Date and HANTIAN will have used reasonable commercial efforts to obtain executed Confirmatory Agreements in such form with each of its former employees if applicable; (j) each of the principals of HANTIAN (being Christian Diesveld) will enter into a form of non-compete, confidentiality and indemnity agreement with HANTIAN in form and substance satisfactory to HANTIAN and the Purchaser prior to the Closing Date; (k) the Securities Transfer Agreement will have been executed prior to Closing in accordance with the terms of the Securities Transfer Agreement; (l) on or before the Closing Time, HANTIAN shall have obtained the consent of each of the New HANTIAN Shareholders, if any, evidenced by the delivery of the HANTIAN Shareholder Consent Agreements and HANTIAN shall have executed and delivered to the Purchaser the HANTIAN Shareholder Consent Agreements; (m) all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, persons necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (in) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoHANTIAN; (jo) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo HANTIAN or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo HANTIAN which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (kp) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (mq) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Securityholders and AMPD shall have tendered all closing deliveries set forth in Sections 4.035.03 and 5.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo SecurityholdersPurchaser Shareholder Approval, as if applicable; (c) on or before the shareholders Time of Purchaser Closing, AMPD shall have authorized and provided approval to increase obtained the number consent of directors each of the Purchaser from three (3) to five (5) directors to accommodate New AMPD Shareholders, if any, evidenced by the appointment delivery of two (2) additional directors upon Closingthe AMPD Shareholder Consent Agreements; (d) neither AMPD nor any of the issued and outstanding shares of Series Z Preferred Stock of TargetCo Shareholders shall be returned to treasury shares as provided in the certificate of designation for TargetCohave violated Section 10.01; (e) the representations and warranties of TargetCo AMPD set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo AMPD to this effect will shall have been delivered to the Purchaser; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo AMPD at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo AMPD to this effect will shall have been delivered to the Purchaser; (g) the Purchaser will representations and warranties of the Securityholders set forth in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be satisfied with true and correct in all material respects as of the results Time of its due diligence investigations relating Closing and delivery by each Securityholders of the documents described in Section 5.04 required to TargetCo be delivered by such Securityholders shall constitute a reaffirmation and the Transaction, acting reasonablyconfirmation by such Securityholders of such representations and warranties; (h) other than pursuant all of the terms, covenants and conditions of this Agreement to U.S federal laws, be complied with or performed by the Securityholders at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 5.04 shall constitute confirmation of such compliance and performance; (i) all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure LetterSection 6.03(o), necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (ij) all of the principals of AMPD are acceptable to regulators including the CSE; (k) the Purchaser shall have entered into a management and administrative services agreement with Xxxxxxxx Capital Corp. for an initial term of 12 months from the Listing date for services relating to the management of the Resulting Issuer as a public company at a cost of $10,000 per month; (l) there will being no inquiry or investigation (whether formal or informal) in relation to AMPD or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on, AMPD, its business, assets or financial condition; and (m) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateAMPD. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and AlphaMind shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt on or before the Time of evidence Closing, AlphaMind shall have obtained the consent of each of the TargetCo Securityholders’ Approval and any other approval New AlphaMind Shareholders, if any, evidenced by the delivery of the TargetCo Securityholders, as applicableShareholder Consent Agreements; (c) neither AlphaMind nor any of the shareholders of Purchaser Shareholders shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingviolated Section 9.01; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo AlphaMind set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO sole director of TargetCo AlphaMind to this effect will shall have been delivered to the Purchaser; (fe) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo AlphaMind at or before the Time of Closing will have been complied with or performed and a certificate of the CEO sole director of TargetCo AlphaMind to this effect will shall have been delivered to the Purchaser; (f) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholders of the documents described in Section 4.04 required to be delivered by such Shareholders shall constitute a reaffirmation and confirmation by such Shareholders of such representations and warranties; (g) all of the Purchaser terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholders at or before the Time of Closing will be satisfied have been complied with or performed and delivery of the results documents described in Section 4.04 shall constitute confirmation of its due diligence investigations relating to TargetCo such compliance and the Transaction, acting reasonablyperformance; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities (including the CSE) or other persons, including including, if applicable, all those party to the material contracts listed in the Disclosure LetterSection 5.03(n), necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (i) there will being no inquiry or investigation (whether formal or informal) in relation to AlphaMind or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on, AlphaMind, its business, assets or financial condition; and (j) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateAlphaMind. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and Panerai shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable; (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Panerai set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO sole director of TargetCo Panerai to this effect will shall have been delivered to the Purchaser; (fc) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Panerai at or before the Time of Closing will have been complied with or performed and a certificate of the CEO sole director of TargetCo Panerai to this effect will shall have been delivered to the Purchaser; (gd) the Purchaser will representations and warranties of the Shareholders set forth in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be satisfied with true and correct in all material respects as of the results Time of its due diligence investigations relating Closing and delivery by each Shareholders of the documents described in Section 4.04 required to TargetCo be delivered by such Shareholders shall constitute a reaffirmation and the Transaction, acting reasonablyconfirmation by such Shareholders of such representations and warranties; (he) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholders at or before the Time of Closing will have been obtained complied with or have been attempted to be obtained on a best efforts basis; (i) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially performed and adversely impact the economic or business benefits delivery of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, documents described in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.Section

Conditions of Closing in Favour of the Purchaser. ‌ The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and Silver Hammer shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt of evidence neither Silver Hammer nor any of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicableShareholders shall have violated Section 9.01; (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Silver Hammer set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Silver Hammer to this effect will shall have been delivered to the PurchaserPurchaser;‌ (d) all of the terms, covenants and conditions of this Agreement to be complied with or performed by Silver Hammer at or before the Time of Closing will have been complied with or performed and a certificate of a senior officer of Silver Hammer to this effect shall have been delivered to the Purchaser;‌ (e) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholders of the documents described in Section 4.04 required to be delivered by such Shareholders shall constitute a reaffirmation and confirmation by such Shareholders of such representations and warranties; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo the Shareholders at or before the Time of Closing will have been complied with or performed and a certificate delivery of the CEO documents described in Section 4.04 shall constitute confirmation of TargetCo to this effect will have been delivered to the Purchasersuch compliance and performance; (g) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities (including the CSE) or other persons, including including, if applicable, all those party to the material contracts listed in the Disclosure Letter, Silver Hammer Material Contracts necessary to permit the completion of the Transaction will shall have been obtained obtained; (h) there being no inquiry or investigation (whether formal or informal) in relation to Silver Hammer or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have been attempted to be obtained on a best efforts basis;material adverse effect on, Silver Hammer, its business, assets or financial condition; and (i) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateSilver Hammer. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of ClosingClosing Time: (a) TargetCo will the Shareholders and Beyond Oil shall have tendered all closing deliveries set forth in Sections 4.035.03 and 5.04, including delivery of the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powersrespectively; (b) receipt of evidence the representations and warranties of the TargetCo Securityholders’ Approval Shareholders set forth in this Agreement shall have been true and any other approval correct in all material respects as of the TargetCo Securityholders, date hereof and shall be true and correct in all material respects as applicable;of the Closing Time (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors all of the Purchaser from three (3) covenants and agreements of the Shareholders to five (5) directors to accommodate be complied with or performed at or before the appointment of two (2) additional directors upon ClosingClosing Time will have been complied with or performed; (d) the issued Amended and outstanding shares Restated Articles of Series Z Preferred Stock Association of TargetCo shall be returned to treasury shares as provided Beyond Oil that were adopted on September 9, 2020 will have been repealed and replaced with Articles of Association in the certificate of designation for TargetCoform appended hereto as Schedule C; (e) there being no inquiry or investigation (whether formal or informal) in relation to Beyond Oil or its respective directors or officers commenced or threatened by any Governmental Authorities or regulatory body having jurisdiction such that the representations and warranties outcome of TargetCo set forth in this Agreement will such inquiry or investigation could have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or a Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier)on, except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO of TargetCo to this effect will have been delivered to the PurchaserBeyond Oil; (f) all each of the: (i) consulting agreement between Beyond Oil and Pinhas Or dated June 17,2021; (ii) the termsemployment agreement between Beyond Oil and Xxxxx Xxxx dated June 28, covenants 2021; (iii) the employment agreement between Beyond Oil and conditions of this Agreement to Xxxxxxxx Xx dated June 8, 2021; and (iv) the Allocation Agreement, shall be complied with or performed in force and unamended, unless such amendments were approved in advance by TargetCo at or before the Time of Closing will have been complied with or performed and a certificate of the CEO of TargetCo to this effect will have been delivered to the PurchaserFTC in writing; (g) the Purchaser will be satisfied with Assignment of Intellectual Property Agreement, the results of its due diligence investigations relating to TargetCo Founders Agreement and the TransactionTrade Secret Agreement shall be in force and unamended, acting reasonablyunless such amendments were approved in advance by FTC in writing; (h) Beyond Oil will have no debts of any kind, other than pursuant to U.S federal lawsthe Seed Loans and the Bridge Loan, all consents, assignments, waivers, permits, orders debts incurred in the ordinary course of business and approvals of all Governmental Authorities or other personsany expenses incurred in the ordinary course, including all those party to the material contracts listed without limitation in the Disclosure Letter, necessary to permit the completion connection of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis;Transaction; and (i) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateBeyond Oil. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will Boba shall have tendered all closing deliveries set forth in Sections 4.03, including delivery of the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers5.03; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable; (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Boba set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Boba to this effect will shall have been delivered to the Purchaser; (fc) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Xxxx at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo Boba to this effect will shall have been delivered to the Purchaser; (gd) the Purchaser will representations and warranties of the Shareholders set forth in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be satisfied with true and correct in all material respects as of the results Time of its due diligence investigations relating to TargetCo and the Transaction, acting reasonablyClosing; (he) other than pursuant all of the terms, covenants and conditions of this Agreement to U.S federal laws, be complied with or performed by the Shareholders at or before the Time of Closing will have been complied with or performed; (f) all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including including, if applicable, all those party to the material contracts listed in the Disclosure LetterMaterial Contracts, necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (ig) there will being no inquiry or investigation (whether formal or informal) in relation to Boba or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a Material Adverse Effect on Boba, its business, assets or financial condition; and (h) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateBoba. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of each of the following conditions on or before the Time of Closing: (a1) TargetCo will The Seller shall have tendered all closing deliveries set forth in Sections Section 4.03, including delivery of the Exchanged TargetCo SecuritiesCannMart Group Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers;powers or other evidence of authorizing transfer of the CannMart Group Shares to the Purchaser, in a form acceptable to the Purchaser, acting reasonably. (b2) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable;The Seller shall not have violated Section 10.01. (c3) the shareholders of Purchaser shall have authorized and provided approval to increase the number The board of directors of the Purchaser from three Seller (3and to the extent necessary, the CannMart Group) to five (5) directors to accommodate has approved this Agreement, the appointment of two (2) additional directors upon Closing;Transaction and all other ancillary matters and agreements under this Agreement. (d4) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the The representations and warranties of TargetCo the Seller as set forth in this Agreement will shall have been true and correct as of the date hereof in all material respects and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier)respects, except as affected by the transactions contemplated by this Agreement, and a certificate of a senior officer of the CEO of TargetCo Seller to this effect will shall have been delivered to the Purchaser;Purchaser (and for the avoidance of doubt, the delivery by the Seller of the documents required to be delivered by the Seller pursuant to Section 4.03 shall constitute a reaffirmation and confirmation by the Seller of such representations and warranties in all material respects). (f5) all All of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo the Seller at or before the Time of Closing will have been complied with or performed in all material respects, and a certificate of a senior officer of the CEO of TargetCo Seller to this effect will shall have been delivered to the Purchaser;. (g6) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo All Authorizations and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other personsPersons, including the Exchange and the shareholders of the Seller, and all those party to the material contracts listed in the Disclosure Letter, CannMart Xxxxx Xxxxxxxx Contracts necessary to permit conduct the business of the CannMart Group or completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basis;obtained. (i7) there will There shall not have been been, after the date of this Agreement Agreement, any Material Adverse Effect with respect to TargetCo;the Seller and/or the CannMart Group. (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits 8) Except with the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion prior written consent of the Purchaser, acting reasonablythe CannMart Group shall not have (i) completed, would have a Material Adverse Effect or may have a Material Adverse Effect on agreed to complete, any acquisition or disposition other than in the Transaction; (l) PurchaserOrdinary Course, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.or

Conditions of Closing in Favour of the Purchaser. The obligations Each of the Trust and PWPL acknowledges and agrees that the Purchaser’s obligation to purchase the Purchased Units (whether directly or through an Affiliate of the Purchaser) and complete the other elements of the Transaction is subject to the fulfilment of each of the following conditions, which conditions are for the exclusive benefit of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on and may be waived, in whole or before the Time of Closingin part, by it in its sole discretion: (a) TargetCo will the TSX shall have tendered all closing deliveries set forth in Sections 4.03given TSX Exchange Approval for the Private Placement and shall have approved the listing of the Purchased Units on TSX, including subject only to confirmation of issuance of the Purchased Units, delivery of the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerscustomary opinion to the TSX and delivery to the TSX of such of the Closing documents to the TSX as it may request; (b) receipt of evidence the NYSE shall have given NYSE Exchange Approval for the Private Placement and shall have approved the listing of the TargetCo Securityholders’ Approval and any other approval Purchased Units on NYSE, subject only to official notice of the TargetCo Securityholders, as applicableissuance; (c) the shareholders of Purchaser ICA Condition shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingbeen met; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (ei) the representations and warranties of TargetCo the Trust and PWPL set forth in this Agreement will have been which are qualified by materiality or Material Adverse Change are true and correct in all respects as at the Closing Date, with the same force and effect as if made by the Trust and PWPL as at the Closing Date (except to the extent that such representations and warranties expressly speak of an earlier date, in which event, such representations and warranties shall be true and correct in all respects as of such earlier date) and (ii) all other representations and warranties of the Trust and PWPL set forth in this Agreement are true and correct in all material respects as at the Closing Date, with the same force and effect as if made by the Trust and PWPL as at the Closing Date (except to the extent that such representations and warranties expressly speak of an earlier date, in which event, such representations and warranties shall be true and correct in all material respects as of such earlier date); (e) all covenants of the Trust or PWPL set forth in this Agreement to be performed prior to the Closing shall have been duly performed in all material respects; (f) from and including the date hereof up to and including the Closing Date, there shall not have occurred (or been publicly disclosed by the Trust if commencing or occurring prior to the date hereof and will be true not previously publicly disclosed by the Trust) either a Material Adverse Change or a Partnership Material Adverse Change; (g) each of the Transaction Agreements (other than this Agreement and correct at the Time Confirmatory Agreement) shall have been executed by the Trust, PWPL or such other Subsidiary of Closing the Trust that is a party thereto, in all respects (each case in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected form contemplated by the transactions contemplated by this Confirmatory Agreement, and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser; (fh) all there shall not be in effect any applicable domestic or foreign federal, national, state, provincial or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, notice, order, injunction, judgment, decree, ruling or other similar requirement enacted, made, issued, adopted, promulgated or applied by a Governmental Authority that makes the consummation of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo at or before the Time of Closing will have been complied with or performed and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser; (g) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably; (h) other than pursuant to U.S federal lawsor any part thereof, all consentsillegal or otherwise prohibits or enjoins any Party from consummating the Transaction, assignmentsor any part thereof, waiversor that is made in connection with the Transaction, permitsor any part thereof, orders and approvals of all Governmental Authorities imposes any material restrictions, limitations or other persons, including all those party to the material contracts listed conditions on any Party in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basisconnection therewith; (i) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal shall have commenced any action or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating proceeding to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable enjoin the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulationor any part thereof, order-in-council, notice or to suspend or cease or stop trading of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion securities of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRCTrust, and CRC Members, as the case may be, no Governmental Authority shall have entered into the Ancillary Agreementsgiven written notice to any Party of its intention to commence any such action or proceeding; and (mj) the Closing Date will be Purchaser shall have received the closing deliveries specified in Section 5.3, in form and substance satisfactory to the Purchaser acting reasonably. If any of the foregoing conditions in this Section 4.1 has not been fulfilled on or before the Termination Outside Date. The foregoing conditions precedent are for , the benefit of Purchaser may terminate this Agreement by notice in writing to the Trust and PWPL, in which event CIC, the Purchaser and may be waived CIC’s other Affiliates are released from all obligations under this Agreement and the other Transaction Agreements (but for greater certainty, not from the Confidentiality Agreements), and unless the Purchaser can show that the condition relied upon could reasonably have been performed by the PurchaserTrust, PWPL or one of the Trust’s other Affiliates, the Trust, PWPL and the Trust’s other Affiliates are also released from all obligations under this Agreement and the other Transaction Agreements (but for greater certainty, not from the Confidentiality Agreements). However, the Purchaser may waive compliance with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the event of non-fulfilment of any other condition, in whole or in part, without prejudice or to its rights to recover damages for the Purchaser’s breach of any representation, warranty, covenant or condition contained in this Agreement. Notwithstanding the foregoing, the right to rely on any other condition in favour terminate this Agreement will not be available to a Party whose breach of this Agreement has been the Purchasercause of, or resulted in, the failure of Closing to occur by the Outside Date.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and NeuroPharm shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence neither NeuroPharm nor any of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicableShareholders shall have violated Section 9.01; (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo NeuroPharm set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo NeuroPharm to this effect will shall have been delivered to the Purchaser; (d) all of the terms, covenants and conditions of this Agreement to be complied with or performed by NeuroPharm at or before the Time of Closing will have been complied with or performed and a certificate of a senior officer of NeuroPharm to this effect shall have been delivered to the Purchaser; (e) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholder of the documents described in Section 4.04 required to be delivered by such Shareholder shall constitute a reaffirmation and confirmation by such Shareholder of such representations and warranties; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo the Shareholder at or before the Time of Closing will have been complied with or performed and a certificate delivery of the CEO documents described in Section 4.04 shall constitute confirmation of TargetCo to this effect will have been delivered to the Purchasersuch compliance and performance; (g) the Purchaser will shall be satisfied with the results of its due diligence investigations relating to TargetCo NeuroPharm and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to conduct the business of NeuroPharm or permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basis; (i) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoNeuroPharm; (j) there will shall be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo NeuroPharm or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo NeuroPharm which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will shall be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled during the period between the date of this Agreement and the Closing Date which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on materially and adversely affects the Transaction;; and (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and PlantX shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt on or before the Time of evidence Closing, PlantX shall have obtained the consent of each of the TargetCo Securityholders’ Approval and any other approval New PlantX Shareholders, if any, evidenced by the delivery of the TargetCo Securityholders, as applicableShareholder Consent Agreements; (c) neither PlantX nor any of the shareholders of Purchaser Shareholders shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingviolated Section 9.01; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo PlantX set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO sole director of TargetCo PlantX to this effect will shall have been delivered to the Purchaser; (fe) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo PlantX at or before the Time of Closing will have been complied with or performed and a certificate of the CEO sole director of TargetCo PlantX to this effect will shall have been delivered to the Purchaser; (f) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholders of the documents described in Section 4.04 required to be delivered by such Shareholders shall constitute a reaffirmation and confirmation by such Shareholders of such representations and warranties; (g) all of the Purchaser terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholders at or before the Time of Closing will be satisfied have been complied with or performed and delivery of the results documents described in Section 4.04 shall constitute confirmation of its due diligence investigations relating to TargetCo such compliance and the Transaction, acting reasonablyperformance; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure LetterSection 5.03(n), necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (i) there will being no inquiry or investigation (whether formal or informal) in relation to PlantX or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on, PlantX, its business, assets or financial condition; and (j) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. PlantX. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and Mydecine shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence neither Mydecine nor any of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicableShareholders shall have violated Section 9.01; (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Mydecine set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Mydecine to this effect will shall have been delivered to the Purchaser; (d) all of the terms, covenants and conditions of this Agreement to be complied with or performed by Mydecine at or before the Time of Closing will have been complied with or performed and a certificate of a senior officer of Mydecine to this effect shall have been delivered to the Purchaser; (e) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholder of the documents described in Section 4.04 required to be delivered by such Shareholder shall constitute a reaffirmation and confirmation by such Shareholder of such representations and warranties; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo the Shareholder at or before the Time of Closing will have been complied with or performed and a certificate delivery of the CEO documents described in Section 4.04 shall constitute confirmation of TargetCo to this effect will have been delivered to the Purchasersuch compliance and performance; (g) the Purchaser will shall be satisfied with the results of its due diligence investigations relating to TargetCo Mydecine and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to conduct the business of Mydecine or permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basis; (i) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoMydecine; (j) there will shall be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo Mydecine or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo Mydecine which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will shall be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction;; and (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo the Shareholders and Modern Meat will have tendered all closing deliveries set forth in Sections 4.035.03 and 5.04, respectively, including delivery of all documents required to transfer the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powersPurchased Shares to the Purchaser; (b) receipt of evidence the Transaction shall have been approved by the CSE and the issuance of the TargetCo Securityholders’ Approval Consideration Shares, the Financing Shares and any other approval the Option Shares will be permitted under the Policies of the TargetCo SecurityholdersCSE, subject to the usual requirements of the CSE in respect of transactions of the nature of the Transaction as applicablecontemplated herein; (c) the shareholders of the Purchaser shall will have authorized and provided approval to increase approved or consented in accordance with the number of directors requirements of the Purchaser from three (3) CSE to five (5) directors to accommodate all such matters as the appointment of two (2) additional directors upon ClosingPurchaser, acting reasonably, will consider necessary or desirable in connection with the Transaction in the manner required thereby; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided Purchaser will have completed the Financing in the certificate of designation for TargetCoaccordance with Section 3.03; (e) Modern Meat will have changed its name in accordance with Section 3.01(a); (f) Modern Meat having no material liabilities except as disclosed in the Modern Meat Financial Statements, with the exception of any accounting, legal or other fees incurred in connection with the Transaction; (g) the representations and warranties of TargetCo Modern Meat set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Modern Meat to this effect will have been delivered to the Purchaser;Purchaser confirming the same;‌ (fh) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Modern Meat at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo Modern Meat to this effect will have been delivered to the PurchaserPurchaser;‌ (i) the representations and warranties of the Shareholders set forth in this Agreement will have been true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the Time of Closing and delivery by each Shareholder of the documents described in Section 5.04 required to be delivered by such Shareholder will constitute a reaffirmation and confirmation by such Shareholder of such representations and warranties; (gj) all of the Purchaser terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholders at or before the Time of Closing will be satisfied have been complied with or performed and delivery of the results documents described in Section 5.04 will constitute confirmation of its due diligence investigations relating to TargetCo such compliance and the Transaction, acting reasonablyperformance; (hk) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, persons necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basisobtained; (il) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoModern Meat; (jm) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo Modern Meat or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo Modern Meat which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction;; and (kn) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete under this Agreement shall be conditional upon the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closingfollowing: (a) TargetCo will have tendered all closing deliveries set forth in Sections 4.03, including delivery of the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable; (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Vendor set forth out in this Agreement will have been true and correct as of the date hereof and will any certificate or other writing delivered pursuant hereto shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any qualified by materiality or Material Adverse Effect qualifierEffect) or in all material respects (in the case of any representation or warranty without any not qualified by materiality or Material Adverse Effect qualifierEffect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects); (b) Vendor shall have duly performed and complied in all material respects with all agreements, except covenants and conditions required by this Agreement to be performed or complied with by it before or on the Closing Date; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, Vendor shall have performed such agreements, covenants and conditions, as affected so qualified, in all respects; (c) Purchaser shall have received a certificate, dated the Closing Date and signed by the transactions contemplated Vendor, that each of the conditions set forth in Section 6.2(a) and Section 6.2(b) has been satisfied and which includes additional representations and warranties with respect to the operations of the Business by this Agreement, and the Corporation during the period from the date hereof to the Closing Date which shall be in the form attached hereto as Schedule “A”; (d) the Vendor delivering to the Purchaser an original share certificate or notice to shareholder evidencing the Purchased Shares; (e) the Vendor delivering to the Purchaser a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser; (f) all President of the termsCorporation, covenants and conditions of this Agreement to be complied with or performed by TargetCo at or before the Time of Closing will have been complied with or performed and a certificate in his capacity as an officer of the CEO of TargetCo to this effect will have been delivered to the Purchaser; (g) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo Corporation and the Transactionwithout personal liability, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (i) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction certifying as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.to:

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of each of the following conditions on or before the Time of Closing: (a1) TargetCo will Horizon and the Horizon Shareholders shall have tendered all closing deliveries set forth in Sections 4.035.03 and 5.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers;powers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser, in a form acceptable to the Purchaser, acting reasonably. (b2) receipt of evidence Neither Horizon nor any of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicable; (c) the shareholders of Purchaser Horizon Shareholders shall have authorized and provided approval to increase the number of directors of the Purchaser from three violated Section 10.01. (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the The representations and warranties of TargetCo Horizon set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Horizon to this effect will shall have been delivered to the Purchaser;. (f4) all 12 LEGAL_29637706.5 All of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Horizon at or before the Time of Closing will have been complied with or performed, and a certificate of a senior officer of Horizon to this effect shall have been delivered to the Purchaser. (5) The representations and warranties of the Horizon Shareholders set forth in this Agreement shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Time of Closing (and for the avoidance of doubt, the delivery by a Horizon Shareholder of the documents required to be delivered by such Horizon Shareholder pursuant to Section 5.04 shall constitute a reaffirmation and confirmation by such Horizon Shareholder of such representations and warranties). (6) All of the terms, covenants and conditions of this Agreement to be complied with or performed by the Horizon Shareholders at or before the Time of Closing will have been complied with or performed (and for the avoidance of doubt, the delivery by a certificate Horizon Shareholder of the CEO documents required to be delivered by such Horizon Shareholder pursuant to Section 5.04 shall constitute a reaffirmation and confirmation by such Horizon Shareholder of TargetCo to this effect will have been delivered to the Purchaser;such compliance and performance). (g7) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo All Authorizations and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other personsPersons, including including, if applicable, all those party to the material contracts listed in the Disclosure LetterHorizon Material Contracts, necessary to permit conduct the business of Horizon or completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basis;obtained. (i8) There shall not be any inquiry or investigation (whether formal or informal) there will not have been after the date of this Agreement any Material Adverse Effect with respect in relation to TargetCo; (j) there will be no action taken under any applicable law Horizon or its directors or officers commenced or threatened by any court securities commission or Governmental Authority that makes it illegal or restrainsregulatory body having jurisdiction, enjoins or prohibits the Transaction, results in a judgment or assessment outcome of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled whichwhich could, in the opinion of the Purchaser, acting reasonablyreasonably and with the benefit of advice from independent legal counsel, would have a Material Adverse Effect or may reasonably be expected to have a Material Adverse Effect on the Transaction;Horizon. (l9) PurchaserThere shall not have been, TargetCoafter the date of this Agreement, CRCany Material Adverse Effect with respect to Horizon. (10) Each of E. Xxxxxxx Xxxxxxxx, and CRC MembersXxxxx X’Xxxxx, each being an executive officer and employee of Horizon as of the case may bedate hereof, shall have entered into executed and delivered to the Ancillary Agreements; andPurchaser an employment agreement, in such form as is mutually acceptable to the Purchaser, E. Xxxxxxx Xxxxxxxx, and Xxxxx X’Xxxxx based upon the term sheets attached hereto as Schedule “K”. (m11) Except with the prior written consent of the Purchaser, Horizon shall not have (i) completed, or agreed to complete, any acquisition or disposition other than in the Ordinary Course, or (ii) undertaken or completed, or agreed to undertake or complete, any financing of debt or equity securities of Horizon, or any “related party transaction” (within the meaning of applicable Securities Laws). (12) Horizon shall not have suffered a loss, impairment, termination, or failure to renew, of any material Authorization. (13) All options, warrants and other convertible securities of Horizon issued and outstanding shall have been converted or cancelled, in accordance with Section 3.01(1)(ii). (14) The Horizon Shareholders shall have duly executed and delivered to the Purchaser, the applicable Lock-Up Agreements referred to in Section 3.03. (15) Horizon shall have taken all such actions as may be necessary to reconstitute the board of directors of Horizon to be comprised of a total of one director as at the Closing, being E. Xxxxxxx Xxxxxxxx. (16) The Purchaser shall have received resignations and releases in a form acceptable to the Purchaser, acting reasonably, in favour of Horizon and such other Persons as may be specified by the Purchaser, acting reasonably, duly executed by each of the directors of Horizon (other than E. Xxxxxxx Xxxxxxxx). (17) The Horizon Equity Plan shall have been terminated. (18) The Horizon SH Agreement shall have been terminated. (19) Schedule “B” - Working Prototype Parameters shall have been settled and finalized by Horizon and the Purchaser, and shall have been duly appended to this Agreement on the Closing Date will Date. (20) The Purchaser shall be on or before satisfied with the Termination DateHorizon Disclosure Letter. The foregoing conditions precedent are for the benefit of the Purchaser and any one or more of such conditions may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and MindLeap shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence neither MindLeap nor any of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicableShareholders shall have violated Section 9.01; (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo MindLeap set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo MindLeap to this effect will shall have been delivered to the Purchaser; (d) all of the terms, covenants and conditions of this Agreement to be complied with or performed by MindLeap at or before the Time of Closing will have been complied with or performed and a certificate of a senior officer of MindLeap to this effect shall have been delivered to the Purchaser; (e) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholder of the documents described in Section 4.04 required to be delivered by such Shareholder shall constitute a reaffirmation and confirmation by such Shareholder of such representations and warranties; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo the Shareholder at or before the Time of Closing will have been complied with or performed and a certificate delivery of the CEO documents described in Section 4.04 shall constitute confirmation of TargetCo to this effect will have been delivered to the Purchasersuch compliance and performance; (g) the Purchaser will shall be satisfied with the results of its due diligence investigations relating to TargetCo MindLeap and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to conduct the business of MindLeap or permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basis; (i) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoMindLeap; (j) there will shall be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo MindLeap or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo MindLeap which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will shall be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled during the period between the date of this Agreement and the Closing Date which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on materially and adversely affects the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as Mindleap will have obtained from Entheon Biomedical Corp. a signed waiver waiving Entheon Biomedical Corp’s rights under Section 8 of the case may be, shall have entered into Entheon Loan Agreement (the Ancillary Agreements“Waiver”); and (m) the Closing Date will shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. ‌ The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo SLFC and Xxxxx Xxxxx shall have entered into the Recipe Acquisition Agreement Amending Agreement in a form satisfactory to the Purchaser acting reasonably; (b) the Purchaser and its counsel shall be satisfied, acting reasonably, that all of the Purchased Securities are duly authorized and validly issues as non-assessable securities outstanding in the capital of SLFC; (c) SLCF shall have delivered the SLCF Financial Statements, and the Purchaser being satisfied, in its sole discretion; with the form and content thereof; (d) the Recipes and all other SLFC confidential information shall have been maintained in the strictest confidence, and not used other than by SLFC in the normal course of its business operation; (e) the Shareholders and SLFC will have tendered all closing deliveries set forth in Sections 4.035.03 and 5.04, respectively, including delivery of all documents required to transfer the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powersPurchased Securities to the Purchaser; (bf) receipt of evidence the Transaction shall have been approved by the CSE if required under CSE Policies and the issuance of the TargetCo Securityholders’ Approval and any other approval Consideration Securities will be permitted under the Policies of the TargetCo SecurityholdersCSE, subject to the usual requirements of the CSE in respect of transactions of the nature of the Transaction as applicablecontemplated herein; (cg) the shareholders of the Purchaser shall will have authorized and provided approval to increase approved or consented in accordance with the number of directors requirements of the Purchaser from three (3) CSE to five (5) directors to accommodate all such matters as the appointment of two (2) additional directors upon ClosingPurchaser, acting reasonably, will consider necessary or desirable in connection with the Transaction in the manner required thereby; (dh) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares SLFC having no material liabilities except as provided disclosed in the certificate SLFC Financial Statements, with the exception of designation for TargetCoany accounting, legal or other fees incurred in connection with the Transaction; (ei) the representations and warranties of TargetCo SLFC set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo SLFC to this effect will have been delivered to the Purchaser;Purchaser confirming the same;‌ (fj) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo SLFC at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo SLFC to this effect will have been delivered to the PurchaserPurchaser;‌ (k) the representations and warranties of the Shareholders set forth in this Agreement will have been true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the Time of Closing and delivery by each Shareholder of the documents described in Section 5.04 required to be delivered by such Shareholder will constitute a reaffirmation and confirmation by such Shareholder of such representations and warranties; (gl) all of the Purchaser terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholders at or before the Time of Closing will be satisfied have been complied with or performed and delivery of the results documents described in Section 5.04 will constitute confirmation of its due diligence investigations relating to TargetCo such compliance and the Transaction, acting reasonablyperformance; (hm) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, persons necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basisobtained; (in) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoSLFC; (jo) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo SLFC or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo SLFC which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction;; and (kp) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and Springleaf shall have tendered all closing deliveries set forth in Sections 4.035.03 and 5.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo SecurityholdersPurchaser Shareholder Approval, as if applicable; (c) on or before the shareholders Time of Purchaser Closing, Springleaf shall have authorized and provided approval to increase obtained the number consent of directors each of the Purchaser from three (3) to five (5) directors to accommodate New Springleaf Shareholders, if any, evidenced by the appointment delivery of two (2) additional directors upon Closingthe Springleaf Shareholder Consent Agreements; (d) neither Springleaf , the issued and outstanding shares Springleaf Subsidiaries, nor any of Series Z Preferred Stock of TargetCo the Shareholders shall be returned to treasury shares as provided in the certificate of designation for TargetCohave violated Section 10.01; (e) the representations and warranties of TargetCo Springleaf and the Springleaf Subsidiaries set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of a senior officer of Springleaf and the CEO of TargetCo Springleaf Subsidiaries to this effect will shall have been delivered to the Purchaser; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Springleaf or the Springleaf Subsidiaries at or before the Time of Closing will have been complied with or performed and a certificate of a senior officer of Springleaf and each of the CEO of TargetCo Springleaf Subsidiaries to this effect will shall have been delivered to the Purchaser; (g) the Purchaser will representations and warranties of the Shareholders set forth in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be satisfied with true and correct in all material respects as of the results Time of its due diligence investigations relating Closing and delivery by each Shareholders of the documents described in Section 5.04 required to TargetCo be delivered by such Shareholders shall constitute a reaffirmation and the Transaction, acting reasonablyconfirmation by such Shareholders of such representations and warranties; (h) other than pursuant all of the terms, covenants and conditions of this Agreement to U.S federal laws, be complied with or performed by the Shareholders at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 5.04 shall constitute confirmation of such compliance and performance; (i) all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (ij) all of the directors and officers of Springleaf and the Springleaf Subsidiaries are acceptable to regulators including the CSE; (k) there will being no inquiry or investigation (whether formal or informal) in relation to Springleaf or the Springleaf Subsidiaries or their respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on, Springleaf, the Springleaf Subsidiaries, or their business, assets or financial condition; and (l) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court Springleaf or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateSpringleaf Subsidiaries. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and Rosey shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt on or before the Time of evidence Closing, Xxxxx shall have obtained the consent of each of the TargetCo Securityholders’ Approval and any other approval New Rosey Shareholders, if any, evidenced by the delivery of the TargetCo Securityholders, as applicableShareholder Consent Agreements; (c) neither Xxxxx nor any of the shareholders of Purchaser Shareholders shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingviolated Section 9.01; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Rosey set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO sole director of TargetCo Rosey to this effect will shall have been delivered to the Purchaser; (fe) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Xxxxx at or before the Time of Closing will have been complied with or performed and a certificate of the CEO sole director of TargetCo Rosey to this effect will shall have been delivered to the Purchaser; (f) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholders of the documents described in Section 4.04 required to be delivered by such Shareholders shall constitute a reaffirmation and confirmation by such Shareholders of such representations and warranties; (g) all of the Purchaser terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholders at or before the Time of Closing will be satisfied have been complied with or performed and delivery of the results documents described in Section 4.04 shall constitute confirmation of its due diligence investigations relating to TargetCo such compliance and the Transaction, acting reasonablyperformance; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities (including the CSE) or other persons, including including, if applicable, all those party to the material contracts listed in the Disclosure Letter, Rosey Material Contracts necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (i) there will being no inquiry or investigation (whether formal or informal) in relation to Rosey or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on, Rosey, its business, assets or financial condition; (j) Xxxxx shall have no outstanding liabilities as of the Closing Date; (k) Xxxxx shall have delivered an independent third party valuation satisfactory to the Purchaser in its sole discretion; (l) Xxxxx shall have delivered unaudited management prepared financial statements of Xxxxx; and (m) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateXxxxx. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete consummate the Transaction are transactions contemplated by this Agreement shall be subject to the fulfillment fulfillment, as of the Closing Date, of each of the following conditions on or before conditions, which are for the Time of Closingexclusive benefit of, and may only be waived in writing by, the Purchaser: (a) TargetCo will have tendered all closing deliveries the representations and warranties of the Sellers contained in this Agreement set forth in: (i) the Sellers’ Fundamental Representations and shall be true and correct in Sections 4.03, including delivery all respects as of the Exchanged TargetCo SecuritiesClosing Date as if made as at and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, duly endorsed and in blank such case, shall be true and correct on and as of such earlier date and, in either case, except for transfer or accompanied by duly executed stock transfer powers;de minimis inaccuracies); and (bii) receipt of evidence Article 4, Article 5, and Article 6 (other than the Sellers’ Fundamental Representations) shall be true and correct in all respects as of the TargetCo Securityholders’ Approval Closing Date as if made as at and any other approval as of such date (except to the TargetCo Securityholdersextent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date) except where the failure or failures of such representations and warranties to be so true and correct in all respects would not have a Company Material Adverse Change or Greenstone Material Adverse Change, as applicable; (b) the Sellers shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and all deliveries contemplated by Section 3.5 and Section 11.4(f) shall have been tabled; (c) since the shareholders date of Purchaser this Agreement, there shall not have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingoccurred a Company Material Adverse Change or Greenstone Material Adverse Change; (d) the issued conditional acceptance of the TSX and outstanding shares approval by the NYSE American for the issuance of Series Z Preferred Stock of TargetCo the Consideration Shares shall have been obtained (which shall be returned subject only to treasury shares as provided in the certificate of designation for TargetCocustomary conditions); (e) the representations and warranties of TargetCo set forth in this Agreement will Purchaser shall have been true and correct as received each of the date hereof Sandstorm GPA Consent and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser;Sandstorm ICA Consent; and (f) all of the terms, covenants MDC Consent shall remain in full force and conditions of this Agreement to be complied with or performed by TargetCo at or before the Time of Closing will have been complied with or performed and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser; (g) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (i) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchasereffect.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and Global shopCBD shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt of evidence neither Global shopCBD nor any of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicableShareholders shall have violated Section 9.01; (c) the shareholders of Purchaser shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closing; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Global shopCBD set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO sole director of TargetCo Global shopCBD to this effect will shall have been delivered to the Purchaser; (d) all of the terms, covenants and conditions of this Agreement to be complied with or performed by Global shopCBD at or before the Time of Closing will have been complied with or performed and a certificate of the sole director of Global shopCBD to this effect shall have been delivered to the Purchaser; (e) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholders of the documents described in Section 4.04 required to be delivered by such Shareholders shall constitute a reaffirmation and confirmation by such Shareholders of such representations and warranties; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo the Shareholders at or before the Time of Closing will have been complied with or performed and a certificate delivery of the CEO documents described in Section 4.04 shall constitute confirmation of TargetCo to this effect will have been delivered to the Purchasersuch compliance and performance; (g) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities (including the CSE) or other persons, including including, if applicable, all those party to the material contracts listed in the Disclosure LetterSection 5.03(j), necessary to permit the completion of the Transaction will shall have been obtained obtained; (h) there being no inquiry or investigation (whether formal or informal) in relation to Global shopCBD or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have been attempted to be obtained on a best efforts basis;material adverse effect on, Global shopCBD, its business, assets or financial condition; and (i) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateGlobal shopCBD. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. ‌ The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will Pharmather shall have tendered all closing deliveries set forth in Sections 4.03, including delivery of the Exchanged TargetCo Securities, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers5.03; (b) receipt on or before the Time of evidence Closing, Pharmather shall have obtained the consent of each of the TargetCo Securityholders’ Approval and any other approval New Pharmather Shareholders, if any, evidenced by the delivery of the TargetCo Securityholders, as applicable;Shareholder Consent Agreements;‌ (c) neither Pharmather nor any of the shareholders of Purchaser Shareholders shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingviolated Section 10.01; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Pharmather set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of of‌ any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Pharmather to this effect will shall have been delivered to the Purchaser; (fe) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Pharmather at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo Pharmather to this effect will shall have been delivered to the PurchaserPurchaser;‌ (f) the representations and warranties of the Securityholders set forth 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 of the Time of Closing; (g) all of the Purchaser terms, covenants and conditions of this Agreement to be complied with or performed by the Securityholders at or before the Time of Closing will be satisfied have been complied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonablyor performed; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities (including the CSE) or other persons, including including, if applicable, all those party to the material contracts listed in the Disclosure LetterMaterial Contracts, necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (i) there will being no inquiry or investigation (whether formal or informal) in relation to Pharmather or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on, Pharmather, its business, assets or financial condition; and (j) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DatePharmather. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Members and Hollister shall have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Membership Interests, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo SecurityholdersMembers, as if applicable; (c) the shareholders of Purchaser Common Shares, including the Payment Shares and the Finder Fee Shares, shall have authorized and provided approval been conditionally approved for listing on the CSE, subject to increase the number of directors usual requirements of the Purchaser from three (3) to five (5) directors to accommodate CSE in respect of transactions of the appointment nature of two (2) additional directors upon Closingthe Transaction as contemplated herein; (d) neither Hollister nor any of the issued and outstanding shares of Series Z Preferred Stock of TargetCo Members shall be returned to treasury shares as provided in the certificate of designation for TargetCohave violated Section 9.01; (e) the representations and warranties of TargetCo Hollister set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Hollister to this effect will shall have been delivered to the Purchaser; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Hollister at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo Hollister to this effect will shall have been delivered to the Purchaser; (g) the representations and warranties of the Members set forth 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 of the Time of Closing and delivery by each Member of the documents described in Section 4.04 required to be delivered by such Member shall constitute a reaffirmation and confirmation by such Member of such representations and warranties; (h) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Member at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 4.04 shall constitute confirmation of such compliance and performance; (i) the Purchaser will shall have entered into a management and administrative services agreement with K2 Capital Partners for services to be rendered relating to the management of the public company with an initial term of twenty-four months at a cost of $10,000 monthly; (j) the Purchaser shall be satisfied with the results of its due diligence investigations relating to TargetCo Hollister and the Transaction, acting reasonably; (hk) if applicable, all IP relating to the Hollister technology and brand currently not held by Hollister will be transferred or assigned to Hollister to the satisfaction of the Purchaser prior to the Closing Date; (l) the principal of Hollister (being Xxxx Xxxxxx) will enter into a form of non-compete, confidentiality and indemnity agreement satisfactory to the Purchaser prior to the Closing Date; (m) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure LetterSchedule 5.03(m), necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basis; (in) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoHollister; (jo) there will shall be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo Hollister or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo Hollister which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (kp) there will shall be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (mq) the Closing Date will shall be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will have tendered all closing deliveries set forth in Sections 4.03, including delivery of the Exchanged TargetCo SecuritiesShares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo SecurityholdersShareholders’ Approval and any other approval of the TargetCo SecurityholdersShareholders, as applicable; (c) the shareholders of Purchaser Qualcan Shareholders shall have authorized and provided approval to increase approved the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon ClosingQualcan Shareholder Consent Materials; (d) the issued Purchaser shall have been satisfied, in its sole and outstanding shares of Series Z Preferred Stock of absolute discretion, acting reasonably, with the Form 1A offering statement, including the offering circular and other disclosure concerning the Third TargetCo shall be returned to treasury shares as provided in Financing (the certificate of designation for TargetCo“Form 1”); (e) TargetCo shall have completed the TargetCo Financings; (f) the representations and warranties of TargetCo set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO Chief Executive Officer of TargetCo to this effect will have been delivered to the Purchaser; (fg) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo at or before the Time of Closing will have been complied with or performed and a certificate of the CEO Chief Executive Officer of TargetCo to this effect will have been delivered to the Purchaser; (gh) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably; (hi) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (ij) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (jk) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction;; and (kl) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will BRB shall have tendered all closing deliveries set forth in Sections 4.03Section 5.03, including evidence of delivery of the Exchanged TargetCo SecuritiesContributed Interests, duly endorsed Contributed Assets and the Contributed Liabilities, in blank for transfer or accompanied by duly executed stock transfer powerssuch form acceptable to the Purchaser, acting reasonably; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicablePurchaser Shareholder Approval; (c) the shareholders of Purchaser BRB shall not have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingviolated Section 10.01; (d) there shall not have been after the issued and outstanding shares date of Series Z Preferred Stock of TargetCo shall be returned this Agreement any Material Adverse Effect with respect to treasury shares as provided in the certificate of designation for TargetCoBRB; (e) the representations and warranties of TargetCo BRB set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo BRB to this effect will shall have been delivered to the Purchaser; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo BRB at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo BRB to this effect will shall have been delivered to the Purchaser; (g) the Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (i) there will shall not have been after any legal proceedings or regulatory actions or proceeding against BRB at the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or Closing Date which may have a Material Adverse Effect on BRB; (h) all of the principals of BRB identified in Section 3.01 and 3.02 are acceptable to the CSE; (i) there shall be no prohibition at law against the completion of the Transaction; (lj) the completion of the Transaction will qualify as a “Fundamental Change” for the Purchaser, TargetCopursuant to the policies of the CSE; (k) all of the outstanding NPV Shares shall be extinguished and redeemed from the holders thereof, CRCeffective immediately prior to the Time of Closing, and CRC Members, as by the case may be, shall have entered into the Ancillary AgreementsPurchaser for $1.00; and (ml) there shall be no inquiry or investigation (whether formal or informal) in relation to BR or its managers commenced or threatened by any securities commission or official of the Closing Date will be CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a Material Adverse Effect on BRB or before the Termination Datecompletion of the Transaction. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will Nabati and the Shareholders shall have tendered all closing deliveries set forth in Sections 4.034.02(e) and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt on or before the Time of evidence Closing, Nabati shall have obtained the consent of each of the TargetCo Securityholders’ Approval and any other approval New Nabati Shareholders, if any, evidenced by the delivery of the TargetCo Securityholders, as applicableShareholder Consent Agreements; (c) neither Nabati nor any of the shareholders of Purchaser Shareholders shall have authorized and provided approval to increase the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon Closingviolated Section 9.01; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCo; (e) the representations and warranties of TargetCo Nabati set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a director of TargetCo Nabati to this effect will shall have been delivered to the Purchaser; (fe) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Xxxxxx at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a director of TargetCo Nabati to this effect will shall have been delivered to the Purchaser; (f) the representations and warranties of the Shareholders set forth 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 of the Time of Closing and delivery by each Shareholders of the documents described in Section 4.04 required to be delivered by such Shareholders shall constitute a reaffirmation and confirmation by such Shareholders of such representations and warranties; (g) all of the Purchaser terms, covenants and conditions of this Agreement to be complied with or performed by the Shareholders at or before the Time of Closing will be satisfied have been complied with or performed and delivery of the results documents described in Section 4.04 shall constitute confirmation of its due diligence investigations relating to TargetCo such compliance and the Transaction, acting reasonablyperformance; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities (including the CSE) or other persons, including including, if applicable, all those party to the material contracts listed in the Disclosure LetterMaterial Contracts, necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basisobtained; (i) there will being no inquiry or investigation (whether formal or informal) in relation to Nabati or its respective directors or officers commenced or threatened by any securities commission or official of the CSE or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a material adverse effect on, Nabati, its business, assets or financial condition; and (j) there shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateXxxxxx. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of Company acknowledges that the Purchaser Purchaser’s obligation to complete purchase the Transaction are subject to Shares at the fulfillment Closing Time shall be conditional upon the fulfilment of the following conditions on or before the Time of Closingconditions: (a) TargetCo will at the Closing Time, the Purchaser shall have tendered all closing deliveries set forth in Sections 4.03received a certificate, including delivery dated as of the Exchanged TargetCo SecuritiesClosing Date, duly endorsed signed by the Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers or directors of the Company as the Purchaser may agree, certifying for and on behalf of the Company, to the best of the knowledge, information and belief of the persons so signing, that: (i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in blank any securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for transfer that purpose have been instituted or accompanied are pending or, to the knowledge of such officers, contemplated or threatened by duly executed stock transfer powersany regulatory authority; (ii) since September 30, 2009, (A) there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, business prospects, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company or any of its Subsidiaries as of the date of this Subscription Agreement that has not been generally disclosed, and (B) no material transactions have been entered into by the Company or any of the Subsidiaries other than in the ordinary course of business, except as has been disclosed in the Disclosure Documents; (iii) the Company has complied with all the covenants and satisfied all the terms and conditions of this Subscription Agreement on its part to be complied with and satisfied up to the Closing Time; and (iv) the representations and warranties of the Company contained in this Subscription Agreement are true and correct as of the Closing Time, with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Subscription Agreement; (b) receipt of evidence at or before the Closing Time, each of the TargetCo Securityholders’ Approval Lenders shall have entered into a support agreement, in form and substance satisfactory to the Purchaser , pursuant to which each Lender agrees, among other things, to support and vote in favour of the Arrangement (a “Support Agreement”); (c) at or before the Closing Time, each of the Lenders shall have entered into a lock-up agreement, in form and substance satisfactory to the Purchaser, pursuant to which each Lender agrees, among other things, not to, directly or indirectly, exercise or offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of any of the Common Shares or common share purchase warrants of the Company held by them until December 31, 2010 (a “Lock-Up Agreement”); (d) the Purchaser shall have received at the Execution Time a certificate dated the Closing Date, signed by an appropriate officer or officers of the Company addressed to the Purchaser and its counsel, with respect to the articles and by-laws of the Company, all resolutions of the Company’s board of directors relating to this Subscription Agreement and the transactions contemplated hereby, the incumbency and specimen signatures of signing officers and such other matters as the Purchaser may reasonably request; (e) the Purchaser shall have received evidence on or before the Execution Time that all requisite regulatory approvals, including the approval of the TargetCo SecurityholdersTSX, have been obtained by the Company in order to complete the Private Placement, other than the AMEX Approval; (f) the Purchaser shall have received evidence on or before the Closing Time that the AMEX Approval has been obtained; (g) the Shares shall have been conditionally approved for listing on the TSX and AMEX; (h) the Purchaser shall have received a certificate from CIBC Mellon Trust Company as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date; (i) at or before the Closing Time, the Purchaser shall have received favourable legal opinions addressed to the Purchaser, in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, from Fogler, Xxxxxxxx LLP, counsel for the Company, and where appropriate, other local counsel of the Company, which counsel in turn may rely, as applicableto matters of fact, on certificates of auditors, public officials and officers of the Company, as appropriate, with respect to the following matters: (i) as to the valid existence of the Company under the laws of the Yukon and as to the corporate power of the Company to carry out its obligations under this Subscription Agreement and to issue the Shares; (ii) the Company is a reporting issuer not on the list of defaulting reporting issuers maintained pursuant to the applicable Securities Laws of the Qualifying Jurisdiction; (iii) as to the authorized capital of the Company; (iv) the Company has all requisite corporate power and authority under the laws of Canada to carry on its business as presently carried on and to own, lease and operate its properties and assets; (v) none of the execution and delivery of this Subscription Agreement, the performance by the Company of its obligations hereunder, or the sale or issuance of the Shares, will conflict with or result in any breach of the constating documents or by-laws of the Company, the provisions of any law, statute, rule or regulation to which the Company is subject or any resolutions of the directors or shareholders of the Company; (vi) this Subscription Agreement has been duly authorized and executed and delivered by the Company, and constitutes a valid and legally binding agreement of the Company enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principals when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable law; (vii) the Shares have been authorized and allotted for issuance and will be validly issued as fully paid and non-assessable securities of the Company; (viii) the offering, issue, sale and delivery of the Shares to the Purchaser in the Qualifying Jurisdiction in accordance with this Subscription Agreement is exempt from the prospectus and registration requirements of applicable Securities Laws and no prospectus will be required to be filed, no other document will be required to be filed, no proceeding taken and no approval, permit, consent or authorization of the Securities Commission will be required to be obtained under applicable Securities Laws to permit the offering, issue, sale and delivery of the Shares to the Purchaser, subject to the completion of filings required to be made after the completion of the Private Placement; (ix) other than a trade that is otherwise exempt from the prospectus and registration requirements of the Securities Laws, the first trade by the Purchaser in the Qualifying Jurisdiction of the Shares is a distribution unless at the time of such trade: (a) the Company is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (b) at least four months have elapsed from the “distribution date” (as defined under the National Instrument) of the Shares; (c) the shareholders certificate representing the Shares carries a legend stating “Unless permitted under securities legislation, the holder of Purchaser shall have authorized this security must not trade the security before the date that is four months and provided approval to increase a day after the number of directors of the Purchaser from three (3) to five (5) directors to accommodate the appointment of two (2) additional directors upon ClosingClosing Date”; (d) the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares such trade is not a “control distribution” (as provided defined in the certificate of designation for TargetCoNI 45-102); (e) no unusual effort is made to prepare the representations and warranties market or to create a demand for the securities that are the subject of TargetCo set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchasersuch trade; (f) all no extraordinary commission or consideration is paid to a person or company in respect of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo at or before the Time of Closing will have been complied with or performed and a certificate of the CEO of TargetCo to this effect will have been delivered to the Purchaser;such trade; and (g) if the selling securityholder is an insider or officer of the Company, the selling securityholder has no reasonable grounds to believe that the Company is in default of “securities legislation” (as defined in National Instrument 14-101 – Definitions and Interpretation); and (x) the TSX has conditionally accepted the listing of the Shares subject to compliance with its conditions outlined in such conditional acceptance. (j) at the Closing Time, the Purchaser will shall have received a certificate of compliance with respect to the Company and a reporting issuer certificate for the Company from the Securities Commission; (k) at the Closing Time, the Purchaser shall have received a favourable legal opinion addressed to the Purchaser from counsel to the Company, in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Closing Date, with respect to title and other Mining Rights in regards to each of the Properties (the “Title Opinion”); (l) at the Closing Time, the Purchaser shall have received an undertaking of the Company to deliver to the Purchaser with 10 business days following the Closing Date an updated Title Opinion in form and substance satisfactory to the Purchaser, acting reasonably, which Title Opinion shall include reference to the results of customary off-title reviews, searches and enquiries in regards to each of the Properties; and (m) the Purchaser shall have completed and be satisfied satisfied, in its sole discretion, with the results of its due diligence investigations relating to TargetCo regarding the Company, the Subsidiaries and the Transaction, acting reasonably; (h) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (i) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchasertheir respective business.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo will the Shareholders and Blockchain shall have tendered all closing deliveries set forth in Sections 4.035.03 and 5.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powerspowers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo Securityholders, as applicablePurchaser Shareholder Approval; (c) on or before the shareholders Time of Purchaser Closing, Blockchain shall have authorized and provided approval to increase obtained the number consent of directors each of the Purchaser from three (3) to five (5) directors to accommodate New Blockchain Shareholders, if any, evidenced by the appointment delivery of two (2) additional directors upon Closingthe Blockchain Shareholder Consent Agreements; (d) neither Blockchain nor any of the issued and outstanding shares of Series Z Preferred Stock of TargetCo Shareholders shall be returned to treasury shares as provided in the certificate of designation for TargetCohave violated Section 10.01; (e) the representations and warranties of TargetCo Blockchain set forth in this Agreement will shall have been true and correct as of the date hereof and will shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo Blockchain to this effect will shall have been delivered to the Purchaser; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo Blockchain at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo Blockchain to this effect will shall have been delivered to the Purchaser; (g) the representations and warranties of the Securityholders set forth 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 of the Time of Closing and delivery by each Securityholder of the documents described in Section 5.04 required to be delivered by such Securityholder shall constitute a reaffirmation and confirmation by such Securityholder of such representations and warranties; (h) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Securityholder at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 5.04 shall constitute confirmation of such compliance and performance; (i) the Purchaser will shall be satisfied with the results of its due diligence investigations relating to TargetCo Blockchain and the Transaction, acting reasonably; (hj) other than pursuant each of the current employees of Blockchain will have entered into a form of confirmatory assignment and waiver agreement (the “Confirmatory Agreement”) satisfactory to U.S federal laws, both Blockchain and the Purchaser; (k) all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure LetterSection 6.03(o), necessary to permit the completion of the Transaction will shall have been obtained or have been attempted to be obtained on a best efforts basis;obtained; and (il) there will shall not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCo; (j) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect or may have a Material Adverse Effect on the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (m) the Closing Date will be on or before the Termination DateBlockchain. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.

Conditions of Closing in Favour of the Purchaser. The obligations of the Purchaser to complete the Transaction are subject to the fulfillment of the following conditions on or before the Time of Closing: (a) TargetCo the Shareholders and IWHES will have tendered all closing deliveries set forth in Sections 4.034.03 and 4.04, respectively, including delivery of the Exchanged TargetCo SecuritiesPurchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (b) receipt of evidence of the TargetCo Securityholders’ Approval and any other approval of the TargetCo SecurityholdersShareholders, as if applicable; (c) the shareholders of Purchaser shall Common Shares, including the Payment Shares, will have authorized and provided approval been conditionally approved for listing on the CSE, subject to increase the number of directors usual requirements of the Purchaser from three (3) to five (5) directors to accommodate CSE in respect of transactions of the appointment nature of two (2) additional directors upon Closingthe Transaction as contemplated herein; (d) neither IWHES nor any of the issued and outstanding shares of Series Z Preferred Stock of TargetCo shall be returned to treasury shares as provided in the certificate of designation for TargetCoShareholders will have violated Section 8.01; (e) the representations and warranties of TargetCo IWHES set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of the CEO a senior officer of TargetCo IWHES to this effect will have been delivered to the Purchaser; (f) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo IWHES at or before the Time of Closing will have been complied with or performed and a certificate of the CEO a senior officer of TargetCo IWHES to this effect will have been delivered to the Purchaser; (g) the Purchaser representations and warranties of the Shareholders set forth in this Agreement will have been be true and correct in all material respects as of the date hereof and will be satisfied with true and correct in all material respects as of the results Time of its due diligence investigations relating Closing and delivery by each Shareholder of the documents described in Section 4.04 required to TargetCo be delivered by such Shareholder will constitute a reaffirmation and the Transaction, acting reasonablyconfirmation by such Shareholder of such representations and warranties; (h) other than pursuant all of the terms, covenants and conditions of this Agreement to U.S federal lawsbe complied with or performed by the Shareholders at or before the Time of Closing will have been complied with or performed and delivery of the documents described in Section 4.04 will constitute confirmation of such compliance and performance; (i) each of the current employees of IWHES will enter into a form of confirmatory assignment and waiver agreement confirming the assignment of all intellectual property rights to Business-Related IP to IWHES (the “Confirmatory Agreement”) in form and substance satisfactory to both IWHES and the Purchaser prior to the Closing Date and IWHES will have used reasonable commercial efforts to obtain executed Confirmatory Agreements in such form with each of its former employees; (j) each of the principals of IWHES (being Xxxx Xxxxxxx and Xxxxxx Xxxxxxxx) and CIR Mechanical Ltd. will enter into a form of non-compete, confidentiality and indemnity agreement with IWHES in form and substance satisfactory to IWHES and the Purchaser prior to the Closing Date; (k) the Debt Conversion Shares will have been issued to Xxxx Xxxxxxx Xxx prior to Closing in accordance with the terms of the Debt Conversion Agreement; (l) on or before the Closing Time, IWHES shall have obtained the consent of each of the New IWHES Shareholders, if any, evidenced by the delivery of the IWHES Shareholder Consent Agreements and IWHES shall have executed and delivered to the Purchaser the IWHES Shareholder Consent Agreements; (m) all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, persons necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (in) there will not have been after the date of this Agreement any Material Adverse Effect with respect to TargetCoIWHES; (jo) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the Transaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to the Purchaser or TargetCo IWHES or that could reasonably be expected to impose any condition or restriction upon the Purchaser or TargetCo IWHES which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (kp) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced or tabled which, in the opinion of the Purchaser, acting reasonably, would have a Material Adverse Effect adversely affects or may have a Material Adverse Effect on adversely affect the Transaction; (l) Purchaser, TargetCo, CRC, and CRC Members, as the case may be, shall have entered into the Ancillary Agreements; and (mq) the Closing Date will be on or before the Termination Date. The foregoing conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser, in whole or in part, without prejudice to the Purchaser’s right to rely on any other condition in favour of the Purchaser.