Common use of Conditions Precedent to the Obligations of the Company Clause in Contracts

Conditions Precedent to the Obligations of the Company. The Company's obligation to sell and issue the Stock at the Closing is subject to the satisfaction of the following conditions: (a) the representations and warranties made by the Investors in Section 4 hereof shall be true and accurate in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (b) all covenants and agreements contained in this Agreement to be observed by the Investors on or prior to the Closing shall have been performed or complied with in all material respects; (c) each Investor shall have delivered the following documents to the Company: (i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of the Closing Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor; (d) each of the consents identified or required to be identified in Part 3.6 of the Disclosure Schedule shall have been obtained and shall be in full force and effect; (e) the Merger shall have been consummated pursuant to all of the material terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; and (f) neither the consummation nor the performance of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental body.

Conditions Precedent to the Obligations of the Company. The Company's obligation obligations of the Company to sell and issue consummate the Stock at the Closing is transactions contemplated by this Agreement are subject to the satisfaction fulfillment, prior to or on the Closing Date, of each of the following conditions:conditions (any or all of which may be waived by the Company in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties made by the Investors of Parent contained in Section 4 hereof Article VI that are qualified as to materiality shall be true and accurate correct in all respects and those that are not qualified as to materiality shall be true and correct in all material respects, in each case as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified as to materiality shall be true and correct in all respects on and as of such earlier date, and those that are not qualified as to materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such earlier date); (b) Parent shall have performed and complied in all respects with all obligations and agreements required by this Agreement to be performed or complied with by Parent on or prior to the Closing Date; (bc) all covenants and agreements contained in this Agreement to be observed the Company shall have received a certificate signed by the Investors on or prior Chief Executive Officer of Parent, in form and substance reasonably satisfactory to the Company, dated the Closing shall Date, to the effect that each of the conditions specified above in Sections 8.2(a)-(c) have been performed or complied with satisfied in all material respects; (cd) each Investor there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) the applicable waiting period under the HSR Act shall have delivered the following documents to the Company:expired or been terminated; (if) the Shareholders' Parent Common Stock to be issued at the Effective Time shall have been authorized for listing on the NASDAQ Global Market upon official notice of issuance; and (g) the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of the Closing Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor; (d) each of the consents identified or required to be identified in Part 3.6 of the Disclosure Schedule G shall have been obtained duly entered into, executed and shall be in full force delivered by Parent and effect; (e) the Merger shall have been consummated pursuant to all of the material terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; and (f) neither the consummation nor the performance of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental bodystockholder signatories thereto.

Conditions Precedent to the Obligations of the Company. The Company's obligation of the Company to sell and issue complete the Stock at the Closing Arrangement is subject to the satisfaction fulfillment of each of the following conditions:conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of the Company and may be waived by the Company, in whole or in part at any time, in its sole discretion, without prejudice to any other rights which the Company may have): (a) the The representations and warranties made by of the Investors Purchaser set forth in (i) Section 4 hereof 4.1(a) [Organization] and Section 4.1(b) [Authorization; Validity of Agreement; Company Action] shall be true and accurate correct in all material respects as of the Effective Time as if made as at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date); and (ii) the other provisions of this Agreement shall be true and correct in all respects (disregarding for purposes of this clause (ii) any materiality or the Purchaser Material Adverse Effect qualification contained in any such representation or warranty) as of the Effective Time as if made at and as of the Closing Date as though made on such time (except that any such representation and as of the Closing Date; (b) all covenants and agreements contained in this Agreement to be observed warranty that by the Investors on or prior to the Closing shall have been performed or complied with in all material respects; (c) each Investor shall have delivered the following documents to the Company: (i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of the Closing Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor; (d) each of the consents identified or required to be identified in Part 3.6 of the Disclosure Schedule shall have been obtained and shall be in full force and effect; (e) the Merger shall have been consummated pursuant to all of the material its terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement speaks specifically as of the date of this Agreement benefit or another date shall be true and correct in all respects as of such date), except in the Company, or case of this clause (ii) where the waiver or non-satisfaction of a condition contained failure to be so true and correct in all respects, individually and in the Merger Agreement is for aggregate, would not have a Purchaser Material Adverse Effect, and the benefit Purchaser shall have provided to the Company a certificate of two senior officers of the Company, Purchaser certifying (on the Purchaser’s behalf and (Bwithout personal liability) the Merger is consummated, including foregoing dated the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common StockEffective Date; and (fb) neither the consummation nor the performance each of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (Purchaser and Acquireco shall have complied in all respects with or without notice or lapse its covenants in Section 2.10 [Payment of time), contravene or conflict Consideration] and in all material respects with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed its other covenants herein to be conducted, together complied with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after by it prior to the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable Effective Time and the Purchaser shall have provided to the Company a certificate of two senior officers of the Purchaser certifying (an "Order"on the Purchaser’s behalf and without personal liability) issued after compliance with such covenants dated the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental bodyEffective Date.

Conditions Precedent to the Obligations of the Company. The Company's obligation hereunder of the Company to issue and sell and issue the shares of Common Stock at to the Investor incident to each Closing is subject to the satisfaction satisfaction, or waiver by the Company, at or before each such Closing, of each of the following conditions:conditions set forth below. (a) Accuracy of the Investor's Representations and Warranties. The representations and warranties made by of the Investors in Section 4 hereof Investor shall be true and accurate correct in all material respects. (b) Performance by the Investor. The Investor shall have performed, satisfied and complied in all material respects as of with all covenants, agreements and conditions required by this Agreement, and the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (b) all covenants and agreements contained in this Agreement Exhibits hereto to be observed performed, satisfied or complied with by the Investors on Investor at or prior to such Closing. In addition in no event shall the Closing shall have been performed or complied with number of shares issuable to the Investor pursuant to an Advance cause the Investor to own in all material respects;excess of nine and 9/10 percent (9.9%) of the then outstanding Common Stock of the Company. (c) each Investor shall have delivered the following documents to the Company: (i) the Shareholders' Rights AgreementNo statute, substantially in the form attached hereto as Exhibit A (the "Rights Agreement")rule, duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investorregulation, dated as of the Closing Dateexecutive order, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor; (d) each of the consents identified decree, ruling or required to be identified in Part 3.6 of the Disclosure Schedule injunction shall have been obtained enacted, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly and shall be in full force and effect; (e) the Merger shall have been consummated pursuant to all of the material terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) adversely affects any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; and (f) neither the consummation nor the performance of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement. (d) All necessary disclosures to and agreements and consents to any governmental authority or self regulatory body, including the SEC and the NASD, to the extent required in connection with the transactions contemplated hereby, shall have been obtained and true and complete copies thereof delivered to the Company. The Company shall have obtained all permits and qualifications required by any applicable state in accordance with the Registration Rights Agreement (for the "Transactions") will, directly or indirectly (with or without notice or lapse offer and sale of time), contravene or conflict with or result in a violation ofthe shares of Common Stock, or cause a material adverse effect on shall have the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results availability of operations (a "Material Adverse Effect") exemptions therefrom. The sale and issuance of the shares of Common Stock shall be legally permitted by all laws and regulations to which the Company is subject. (e) As set forth in the Registration Rights Agreement, the Registration Statement shall have previously become effective and shall remain effective on each Condition Satisfaction Date (as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, hereinafter defined) and (i) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable stop order with respect to the Company (an "Order") issued after Registration Statement or that the date of this AgreementSEC otherwise has suspended the effectiveness or withdrawn the Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC's concerns have been addressed and the Company is reasonably satisfied that the SEC is no longer is considering or intends to take such action), and (ii) any legal requirement no other suspension of the use or Order that is proposed after withdrawal of the date of this Agreement effectiveness f the Registration Statement or related prospectus shall exist. The Registration Statement must have been declared effective by or before any governmental bodythe SEC prior to the first (1st) Advance Notice Date.

Conditions Precedent to the Obligations of the Company. The Company's obligation obligations of the Company to sell participate in the transactions contemplated hereby and issue to enter into the Stock at Operative Agreements to which the Closing Company is a party are all subject to the fulfillment to the satisfaction of or waiver by the Company, on or prior to the Closing Date, of the following conditionsconditions precedent: (ai) Those documents described in Section 2(a)(iii) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Company) in the manner specified in Section 2(a)(iii), shall each be satisfactory in form and substance to the Company, shall be in full force and effect on the Closing Date, and an executed counterpart of each thereof shall have been delivered to the Company or counsel for the Company. (ii) The Company shall have received executed counterparts or conformed copies of the following documents, in form and substance satisfactory to the Company: (A) the Underwriting Agreement; and (B) the Liquidity Facility Fee Letter. (iii) the Company shall have received a copy of the organizational documents, by-laws and general authorizing resolutions of the boards of directors (or executive committees) or other satisfactory evidence of authorization of each Loan Trustee, the Pass Through Trustees and the Subordination Agent, certified as of the Closing Date by the Secretary or an Assistant Secretary of each such party, respectively, that authorize the execution, delivery and performance by each Loan Trustee, the Pass Through Trustees and the Subordination Agent, respectively, of all the Operative Documents to which each such person is a party, together with such other documents and evidence with respect to each Loan Trustee, the Pass Through Trustees and the Subordination Agent as the Company or its counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and each other Operative Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth herein. (iv) A certificate signed by the Secretary or an Assistant Secretary of each Loan Trustee, the Pass Through Trustees and the Subordination Agent as to the Person or Persons authorized to execute and deliver this Agreement and any other Operative Agreement to be executed on behalf of such party in connection with the transactions contemplated hereby and as to the signature of such Person or Persons. (v) The representations and warranties made by of each Loan Trustee, the Investors Pass Through Trustee and the Subordination Agent contained in Section 4 hereof 3 and each other Operative Agreement to which it is a party shall be true and accurate correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (b) all covenants and agreements contained in this Agreement to be observed by the Investors on or prior such date, except to the Closing extent that such representations and warranties relate solely to an earlier date (in which event such representations and warranties shall have been performed or complied with true and correct in all material respects;respects on and as of such earlier date). (cvi) each Investor the Company shall have delivered received the following documents opinions set forth in Sections 2(a)(ix), in each case addressed to the Company and dated the Closing Date and otherwise in form and substance satisfactory to the Company:. (ivii) The conditions precedent to the Shareholders' Rights Agreement, substantially transactions specified in the form attached hereto as Exhibit A Underwriting Agreement shall have been satisfied (or waived) in accordance with the "Rights Agreement"), duly executed by each Investor;terms thereof. (iiviii) a certificate (No change shall have occurred after the "Investor Closing Certificate") of each Investor, dated as date of the Closing Dateexecution and delivery of this Agreement in applicable Law that makes it a violation of Law for the Company, any Pass Through Trustee, any Loan Trustee or the Subordination Agent to execute, deliver and certifying perform the Operative Agreements to the satisfaction which any of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor;them is a party. (dix) each of the consents identified or required to be identified conditions set forth in Part 3.6 of the Disclosure Schedule Section 2(a)(vii)-(xv) inclusive shall have been obtained and shall be in full force and effect; (e) the Merger shall have been consummated pursuant to all of the material terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held satisfied or waived by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, unless the failure of any such condition to be satisfied is the result of any action or inaction by the Company. (iix) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit The Company shall have received evidence satisfactory to it of the Company, and (B) the Merger is consummated, including the conversion qualification of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; and (f) neither the consummation nor the performance of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect"Loan Trustees under Section 131(3) of the Company as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental bodyNew York Banking Law.

Conditions Precedent to the Obligations of the Company. The Company's obligation to sell and issue All obligations of the Stock at the Closing is Company under this Agreement are subject to the satisfaction fulfillment, prior to or as of the Closing and/or the Effective Time, as indicated below, of each of the following conditions: (a) the The representations and warranties made by or on behalf of Parent and Merger Sub contained in this Agreement or in any certificate or document delivered pursuant to the Investors provisions hereof or in Section 4 hereof connection herewith shall be true and accurate correct in all material respects as of the date of this Agreement at and as of the Closing Date and Effective Time as though such representations and warranties were made on at and as of the Closing Date;such time. (b) Parent and Merger Sub shall have performed and complied with all covenants covenants, agreements, and agreements contained in conditions set forth or otherwise contemplated in, and shall have executed and delivered all documents required by, this Agreement to be observed by the Investors on or prior to the Closing shall have been performed or complied with in all material respects;or executed and delivered by them prior to or at the Closing. (c) each Investor On or before the Closing, the directors of Parent and the Manager of Merger Sub, and Parent as interest holder of Merger Sub, shall have delivered approved in accordance with applicable state corporation law the following documents to execution and delivery of this Agreement and the Company:consummation of the transactions contemplated herein. (id) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of On or before the Closing Date, Parent and certifying to the satisfaction Merger Sub shall have delivered certified copies of resolutions of the conditions specified in Sections 2.1(a) sole interest holder and (b) with respect to such Investor; (d) each Manager of Merger Sub and of the consents identified or required to be identified in Part 3.6 directors of Parent approving and authorizing the Disclosure Schedule shall have been obtained execution, delivery and shall be in full force performance of this Agreement and effect; (e) the Merger shall have been consummated pursuant to authorizing all of the material necessary and proper action to enable Parent and Merger Sub to comply with the terms and conditions contained in the Merger Agreement as of the date of this Agreement, including receipt of the Parent Series A Preferred Approval and Parent Senior Lender Approval, and all matters outlined or contemplated herein. (e) The Merger shall be permitted by applicable state law and otherwise, the Parent Certificate of Designations shall be filed and effective with the Secretary of State of the State of Texas, and Parent shall have sufficient shares of its capital stock authorized to complete the Merger and the transactions contemplated hereby. (f) At the Closing, all instruments and documents delivered by Parent or Merger Sub, including to the Company holders of Company Units pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for the Company. (g) The shares of Parent capital stock to be issued to the holders of Company Units at Closing will be validly issued, nonassessable and fully paid under Texas corporation law and will be issued in a nonpublic offering in compliance with all federal, state and applicable Securities Laws, and the issuance of such shares shall be approved by the NYSE MKT, subject where applicable to the approval of the stockholders of the Parent for the conversion of the shares Parent Series B Convertible Preferred Stock. (h) The Company shall have received all necessary and required approvals and consents from required parties and from its holders of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares Company Units in connection with the Closing of Common Stock; except to the extent (A) this Agreement. (i) any change The Company shall have been furnished with evidence that Parent has amended employment agreements with such Parent employees as required by the Company in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit forms acceptable to the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; and. (fj) neither Unless waived by the consummation nor Parent, at Closing the performance of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of Parent Debt Restructuring and the Company as presently conducted or as proposed to Debt Restructuring shall be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable completed to the Company (an "Order") issued after the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental bodyParent’s satisfaction.

Conditions Precedent to the Obligations of the Company. The Company's obligation All obligations of the Company hereunder with respect to sell the Merger and issue the Stock at other agreements hereunder are subject to the Closing is subject fulfillment to the satisfaction of the Company and its legal counsel, prior to or at the Closing, of each of the following conditions, except to the extent that the Company may waive any one or more thereof: (a) The Purchaser Stockholder Approval and the Company Stockholder Approval shall have been obtained. (b) The representations and warranties made by the Investors contained in Section 4 Article VI hereof shall be true true, complete and accurate in all material respects as of the date of this Agreement when made and at and as of the Closing Date as though such representations and warranties were made on at and as of such date (except to the Closing Date;extent such representations are made as of a date specific). (bc) Purchaser and Merger Sub shall have performed and complied in all covenants material respects with all agreements, obligations and agreements contained in conditions required by this Agreement to be observed performed or complied with by the Investors Purchaser or Merger Sub on or prior to the Closing shall have been performed or complied with in all material respects; (c) each Investor shall have delivered the following documents to the Company: (i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of the Closing Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor;Closing. (d) each of the consents identified No suit, action, investigation, inquiry or required to be identified in Part 3.6 of the Disclosure Schedule other proceeding by any governmental body or other Person or legal or administrative proceeding shall have been obtained and shall be in full force and effect; (e) the Merger shall have been consummated pursuant instituted or threatened which seeks to all of the material terms and conditions contained in the Merger Agreement as of the date of this Agreementrestrain, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Companyenjoin, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; and (f) neither prevent the consummation nor the performance of or otherwise affect the transactions contemplated by this Agreement or which questions the validity or legality of the transactions contemplated hereby. (e) From December 31, 2009 to the "Transactions"Closing Date, the Purchaser Business shall not have suffered any Material Adverse Effect. (f) willThe shares of Purchaser Common Stock issuable to the Stockholders in the Merger shall have been approved for listing on the NASDAQ Global Market, directly or indirectly subject to official notice of issuance. (with or without notice or lapse of time), contravene or conflict with or result in a violation ofg) Purchaser shall have delivered to the Company, or cause a material adverse effect on to be delivered to the condition (financial or otherwise)Company, assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the other items required to be delivered to the Company in accordance with Section 3.03 hereof. (h) Purchaser and Merger Sub shall have furnished the Company with such certificates of Purchaser and Merger Sub to evidence compliance with the conditions set forth in this Section 7.02 as presently conducted may be requested by the Company or as proposed to be conductedits legal counsel and all consents, together with its subsidiaries taken as a wholeapprovals, as a result ofauthorizations, specifically, exemptions or waivers set forth on Schedule 6.06. (i) a change Purchaser shall have executed the Registration Rights Agreement in any applicable legal requirement after the date form of this Agreement or any federal or state judgmentExhibit G hereto, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable providing certain registration rights to the Company Company’s stockholders. (an "Order"j) issued after Purchaser shall have executed the date Stockholders Agreement in the form of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental bodyExhibit F hereto.

Conditions Precedent to the Obligations of the Company. The Company's obligation to sell and issue All obligations of the Stock at the Closing is Company under this Agreement are subject to the satisfaction fulfillment, prior to or as of the Closing, of each of the following conditions: (a) the The representations and warranties made by or on behalf of Parent and Merger Sub contained in this Agreement or in any certificate or document delivered pursuant to the Investors provisions hereof or in Section 4 hereof connection herewith shall be true and accurate correct in all material respects as of the date of this Agreement at and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date;such time. (b) Parent and Merger Sub shall have performed and complied with all covenants covenants, agreements, and agreements contained in conditions set forth or otherwise contemplated in, and shall have executed and delivered all documents required by, this Agreement to be observed by the Investors on or prior to the Closing shall have been performed or complied with in all material respects;or executed and delivered by them prior to or at the Closing. (c) each Investor The directors and stockholders of Parent and the directors and sole stockholder of Merger Sub shall have delivered approved in accordance with applicable state corporation law the following documents to execution and delivery of this Agreement and the Company:consummation of the transactions contemplated herein. (id) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of On or before the Closing Date, Parent and certifying Merger Sub shall have delivered to the satisfaction Company certified copies of resolutions of the conditions specified in Sections 2.1(a) stockholders and (b) with respect to such Investor; (d) each the directors of Merger Sub and Parent approving and authorizing the consents identified or required to be identified in Part 3.6 execution, delivery and performance of the Disclosure Schedule shall have been obtained this Agreement and shall be in full force and effect; (e) the Merger shall have been consummated pursuant to authorizing all of the material necessary and proper action to enable Parent and Merger Sub to comply with the terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion election of the Company’s nominees to the board of directors of Parent and all matters outlined or contemplated herein. (e) The Merger shall be permitted by applicable state law and otherwise and Parent shall have sufficient shares of its capital stock authorized to complete the Merger and the transactions contemplated hereby. (f) At Closing, all of the directors and officers of Parent shall have resigned in writing from their positions as directors and officers of Parent effective upon the election and appointment of the Company nominees, and the directors of Parent shall take such action as may be necessary or desirable regarding such election and appointment of the Company nominees. (g) At the Closing, all instruments and documents delivered by Parent or Merger Sub, including to the Company Stockholders pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for the Company. (h) The shares of restricted Parent capital stock to be issued to the Company Stockholders at Closing will be validly issued, nonassessable and fully paid under Nevada corporation law and will be issued in a nonpublic offering in compliance with all federal, state and applicable securities laws. (i) The Company shall have received all necessary and required approvals and consents from required parties and from its stockholders. (j) The capital stock of Parent issued and outstanding immediately at the Effective Time (without giving effect to the issuance of Parent Common Stock pursuant to the Merger) shall be 157,279 shares of Parent Common Stock and no shares of Parent Preferred Stock. Parent and Merger Sub shall have no liabilities, whether or not accrued, and there shall be no pending actions, proceedings or claims made or, to the Knowledge of Parent, threatened against Parent at the Effective Time. (k) At the Closing, Parent and Merger Sub shall have delivered to the Company an opinion of Parent’s legal counsel dated as of the Closing to the effect that: (1) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (2) This Agreement has been duly authorized, executed and delivered by Parent and Merger Sub and is a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms; (3) Parent and Merger Sub each through its board of directors and stockholders have taken all corporate action necessary for performance under this Agreement; (4) The documents executed and delivered to the Company and the Company Stockholders hereunder are valid and binding in accordance with their terms and vest in the Company Stockholders all right, title and interest in and to the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except Parent’s capital stock to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Companybe issued pursuant to Section 2 hereof, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common StockParent capital stock when issued will be duly and validly issued, fully paid and nonassessable; (5) Parent and Merger Sub each has the corporate power to execute, deliver and perform under this Agreement; and (f6) neither the consummation nor the performance Legal counsel for Parent and Merger Sub is not aware of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, any liabilities, obligations, business, properties, prospects claims or results of operations (a "Material Adverse Effect") of the Company as presently conducted lawsuits involving Parent or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental bodyMerger Sub.

Conditions Precedent to the Obligations of the Company. The Company's obligation to sell and issue All obligations of the Stock at the Closing is Company under this Agreement are subject to the satisfaction fulfillment, prior to or as of the Closing, of each of the following conditions: (a) The Company shall have completed its due diligence review of the Parent and Merger Sub, and the results of such review shall be satisfactory to the Company in its sole discretion. (b) The representations and warranties made by or on behalf of Parent, Merger Sub and each Principal Shareholder contained in this Agreement or in any certificate or document delivered pursuant to the Investors provisions hereof or in Section 4 hereof connection herewith shall be true and accurate correct in all material respects as of the date of this Agreement at and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date;such time. (bc) Parent and Merger Sub shall have performed and complied with all covenants covenants, agreements, and agreements contained in conditions set forth or otherwise contemplated in, and shall have executed and delivered all documents required by, this Agreement to be observed by the Investors on or prior to the Closing shall have been performed or complied with in all material respects;or executed and delivered by them prior to or at the Closing. (cd) each Investor The directors of Parent and the directors and sole stockholder of Merger Sub shall have delivered approved in accordance with applicable state corporation law the following documents to execution and delivery of this Agreement and the Company:consummation of the transactions contemplated herein. (ie) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of On or before the Closing Date, Parent and certifying Merger Sub shall have delivered to the satisfaction Company certified copies of resolutions of the conditions specified in Sections 2.1(a) stockholders and (b) with respect to such Investor; (d) each the directors of Merger Sub and Parent approving and authorizing the consents identified or required to be identified in Part 3.6 execution, delivery and performance of the Disclosure Schedule shall have been obtained this Agreement and shall be in full force and effect; (e) the Merger shall have been consummated pursuant to authorizing all of the material necessary and proper action to enable Parent and Merger Sub to comply with the terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion Recapitalization, the Disposition, the Name Change, the Fiscal Year Change, the Reincorporation, the election of the Company’s nominees to the Board of Directors of Parent and all matters outlined or contemplated herein. (f) The Merger shall be permitted by applicable state law and otherwise and Parent shall have sufficient shares of its capital stock authorized to complete the Merger and the transactions contemplated hereby. (g) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. (h) At Closing, all of the directors, other than Xxxx Xxxxxx, and all of the officers of Parent shall have resigned in writing from their positions as directors and officers of Parent effective upon the election and appointment of the Company Nominees, and the directors of Parent shall take such action as may be necessary or desirable regarding such election and appointment of the Company nominees. (i) At the Closing, all instruments and documents delivered by Parent or Merger Sub, including to the Company Stockholders pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for the Company. (j) The shares of Parent capital stock to be issued to the Company Stockholders at Closing will be validly issued, nonassessable and fully paid under Delaware corporation law. (k) The Company shall have received all necessary and required approvals and consents from required parties and from its stockholders. (l) Parent shall have effected the Recapitalization, the Reincorporation, the Disposition, the Name Change, the Fiscal Year Change. (m) Parent and Merger Sub shall have no Liabilities at the Effective Time, other than the Retained Liabilities. (n) The Company shall have received subscriptions from investors to purchase at least $5,000,000 of shares of the common stock of the Surviving Corporation in the Equity Financing. (o) At the Closing, Parent and Merger Sub shall have delivered to the Company an opinion of Parent’s legal counsel dated as of the Closing to the effect that: (i) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (ii) This Agreement has been duly authorized, executed and delivered by Parent and Merger Sub and is a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms; (iii) Parent and Merger Sub each through its Board of Directors and stockholders have taken all corporate action necessary for performance under this Agreement; (iv) The documents executed and delivered to the Company and the Company Stockholders hereunder are valid and binding in accordance with their terms and vest in the Company Stockholders all right, title and interest in and to the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except Parent’s capital stock to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Companybe issued pursuant to Section 0 hereof, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into Parent capital stock when issued will be duly and validly issued, fully paid and nonassessable; (v) The authorized capital stock of Parent shall consist of 100,000,000 shares of Parent Common Stock, of which a number of shares equal to the Parent Company Share Number are issued and outstanding, and that there are no existing options, convertible or exchangeable securities, calls, claims, warrants, preemptive rights, registration rights or commitments of any character relating to the issued or unissued capital stock or other securities of Parent; (vi) The authorized capital stock of Merger Sub shall consist of 1,000 shares of Merger Sub Common Stock, of which 1,000 shares are issued and outstanding, and that there are no existing options, convertible or exchangeable securities, calls, claims, warrants, preemptive rights, registration rights or commitments of any character relating to the issued or unissued capital stock or other securities of Merger Sub; (vii) Parent and Merger Sub each has the corporate power to execute, deliver and perform under this Agreement; and (fviii) neither the consummation nor the performance Legal counsel for Parent and Merger Sub is not aware of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, any liabilities, obligations, business, properties, prospects claims or results of operations (a "Material Adverse Effect") of the Company as presently conducted lawsuits involving Parent or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental bodyMerger Sub.

Conditions Precedent to the Obligations of the Company. The Company's obligation All obligations of the Company under this Agreement to sell effect the Merger and issue the Stock at the Closing is other transactions contemplated hereby are subject to the satisfaction fulfillment, prior to or as of the Closing and/or the Effective Time of the Merger, as indicated below, of each of the following conditions: (aA) the The representations and warranties made by or on behalf of COVSA and Merger Sub contained in this Agreement or in any certificate or document delivered pursuant to the Investors provisions hereof or in Section 4 hereof connection herewith shall be true and accurate in all material respects as of the date of this Agreement at and as of the Closing Date and Effective Time of the Merger as though such representations and warranties were made on at and as of such time. (B) COVSA and Merger Sub shall have performed and complied with, in all material respects, all covenants, agreements, and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing. No preliminary or permanent injunction or other order, decree or ruling issued by a court or other governmental authority of competent jurisdiction nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority of competent jurisdiction shall be in effect which would have the effect of (i) making the consummation of the Merger illegal, or (ii) otherwise prohibiting the consummation of the Merger. (C) On or before the Closing, the directors of COVS and Merger Sub, and COVSA as sole stockholder of Merger Sub, shall have approved in accordance with applicable provisions of the DGCL the execution and delivery of this Agreement and the consummation of the transactions contemplated herein, and shall have approved the Restated Certificate and the COVSA Stock Incentive Plan and submitted the same for approval by the stockholders of COVSA. (D) On or before the Closing, COVSA and Merger Sub shall have delivered certified copies of resolutions of the sole stockholder and directors of Merger Sub and of the directors of COVSA approving and authorizing (i) the execution, delivery and performance of this Agreement and all of the necessary and proper action to enable COVSA and Merger Sub to comply with the terms of this Agreement, (ii) the election of the Company's nominees to the Board of Directors of COVSA and all matters outlined or contemplated herein, (iii) the submission of the Restated Certificate and the COVSA Stock Incentive Plan to the stockholders of COVSA and the filing of the Restated Certificate upon approval thereof. (E) Each of the Company Stockholders and holders of the Company Debentures shall have delivered to COVSA a letter commonly known as an "investment letter" agreeing that the shares of COVSA Common Stock to be issued in the Merger are, among other things, being acquired for investment purposes and not with a view to public resale, are being acquired for the investor's own account, that the investor is an "accredited investor" as defined under Regulation D of the Securities Act, and that the shares of COVSA Common Stock are restricted and may not be resold, except in reliance of an exemption under the Act. (F) The Merger shall be permitted by applicable state law and otherwise and COVSA shall have sufficient shares of its capital stock authorized to complete the Merger and the transactions contemplated hereby. (G) The Restated Certificate, Reverse Stock Split and COVSA Stock Incentive Plan shall have been approved by the requisite vote of the stockholders of COVSA, acting by written consent in lieu of a special meeting thereof, and the Restated Certificate shall have been filed in accordance with the applicable requirements of the DGCL. (H) At the Closing, all of the directors and officers of COVSA and Merger Sub shall have resigned in writing from their positions as directors and officers of COVSA and Merger Sub, respectively, effective upon the election and appointment of the Company nominees, and the directors of COVSA shall have taken such action as may be deemed necessary or desirable by the Company regarding such election and appointment of the Company nominees. (I) At the Closing, all instruments and documents delivered by COVSA or Merger Sub, including to the Company Stockholders and holders of the Company Debentures pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for the Company. (J) The capitalization of COVSA and Merger Sub shal be the same as described in Section 5(H), except that the number of outstanding shares of COVSA Common Stock shall have been decreased by the Reverse Stock Split, and the Reverse Stock Split shall have been effected. (K) The shares of COVSA Common Stock to be issued t the Company Stockholders and holders of the Company Debentures at Closing will be validly issued, nonassessable and fully paid under the applicable provisions of the DGCL and will be issued in a nonpublic offering in compliance with all federal, state and applicable securities laws. (L) The Company shall have received all necessary and required approvals and consents from required parties and from its stockholders. (M) At the Closing, COVSA and Merger Sub shall have delivered to the Company an opinion of COVSA's legal counsel dated as of the Closing Dateto the effect that: (1) Each of COVSA and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b2) all covenants This Agreement has been duly authorized, executed and agreements contained delivered by COVSA and Merger Sub and is a valid and binding obligation of COVSA and Merger Sub enforceable in this Agreement accordance with its terms, subject to be observed by the Investors on applicable bankruptcy, insolvency, moratorium or prior other similar laws relating to the Closing shall have been performed or complied with in all material respectscreditors' rights and general principles of equity; (c3) COVSA and Merger Sub each Investor shall through its Board of Directors and stockholders have delivered the following documents to the Company: (i) the Shareholders' Rights taken all corporate action necessary for performance under this Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii4) The documents executed and delivered t the Company and the Company Stockholders hereunder are valid and binding in accordance with their terms and vest in the Company Stockholders all right, title and interest in and to the shares of COVSA's Common Stock to be issued pursuant to Section 2 hereof, and the shares of COVSA Common Stock when issued will be duly and validly issued, fully paid and nonassessable; and (5) COVSA and Merger Sub each has the corporate power to execute, deliver and perform its respective obligations under this Agreement; (N) The Company shall have completed its financial and legal due diligence investigation of COVSA with results thereof satisfactory to the Company in its sole discretion. (O) The Company and, upon the reasonable request of the Company, COVSA and Merger Sub shall have entered into a certificate definitive agreement providing for the consummation, at the Effective Time of the Merger, of a private placement, in accordance with all applicable federal, state and foreign securities laws, of authorized but unissued shares of COVSA Common Stock or other securities in the aggregate amount of not less than $2,000,000. (P) The Company and, upon the "Investor Closing Certificate") reasonable request of each Investorthe Company, COVSA and Merger Sub shall have entered into the Contribution, Assignment and Escrow Agreement, dated as of the Closing Datedate hereof, with Kollage, LLC, Xxxxxx Capital Group, LLC and certifying to Xxxxxxx & Eager, PLLC (the satisfaction of the conditions specified in Sections 2.1(a"Contribution Agreement") and (b) with respect to such Investor; (d) each of the consents identified or required to be identified in Part 3.6 of the Disclosure Schedule shall have been obtained and Contribution Agreement shall be in full force and effect; (e) the Merger shall have been consummated pursuant to all of the material terms and conditions contained in the Merger Agreement effect as of the date of this Agreement, including the conversion Effective Time of the shares Merger. (Q) The Company shall have entered into a Voting Agreement with each of Preferred Stock H. Xxxxxxx Xxxxxxxx and Xxxxxx X. Xxxxx (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change "Voting Agreements"), and the Voting Agreements shall be in the material terms force and conditions contained in the Merger Agreement effect as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit Effective Time of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; andMerger. (fR) neither the consummation nor the performance of the transactions contemplated by this Agreement The Company shall have entered into Debenture Conversion Agreements (the "TransactionsConversion Agreements") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") executed by holders of the Company Debentures, and the Conversion Agreements shall be in force and effect as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after of the date Effective Time of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental bodyMerger.

Conditions Precedent to the Obligations of the Company. The Company's obligation of the Company to sell and issue complete the Stock at the Closing Arrangement is subject to the satisfaction fulfillment of each of the following conditionsconditions precedent on or before the Effective Date: (a) As part of the Concurrent Financing, the Acquiror shall have raised by way of completed special warrant transactions or legally binding agreements where the financing funds have been escrowed to be released concurrently with completion of the transactions contemplated herein of at least $10,000,000; (b) the Xxxxxx Point Nominee shall have been appointed to the Acquiror Board effective on or before the Effective Date; (c) the representations and warranties made by the Investors Acquiror in Section 4 hereof this Agreement that are qualified by Material Adverse Effect shall be true and accurate correct in all respects and the representations and warranties that are made by the Acquiror in this Agreement that are not so qualified shall be true and correct in all material respects respects, in each case as of the date of this Agreement and as of the Closing Effective Date as though if made on and as of the Closing Date; such date (b) all covenants and agreements contained in this Agreement to be observed by the Investors on or prior except to the Closing extent that any such representation or warranty speaks as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), except where any failures or breaches of representations and warranties would not, either individually or in the aggregate, have a Material Adverse Effect on the Acquiror or prevent, or materially delay the consummation of the Arrangement and the Acquiror shall have been performed or complied with in all material respects; (c) each Investor shall have delivered the following documents provided to the Company: (i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) Company a certificate (the "Investor Closing Certificate") of each Investor, dated as two senior officers of the Closing Acquiror certifying such accuracy on the Effective Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor; (d) each there shall not be threatened in writing or pending any suit, action or proceeding by any Regulatory Authority challenging this Agreement or the transactions contemplated hereby, that would reasonably be expected to result in a judgment, order or decree delaying, restraining or prohibiting the Arrangement (or the Acquiror's direct or indirect ownership of the consents identified Company on or required following the Effective Date) or compelling the Acquiror to be identified in Part 3.6 dispose of or hold separate any material portion of the Disclosure Schedule shall have been obtained and shall be business or assets of the Company (or any equity interest in full force and effectthe Company); (e) subject to Section 6.4, the Merger Acquiror shall have complied in all material respects with its covenants herein, except those in Section 2.9, in which case it shall have complied in all respects, and the Acquiror shall have provided to the Company a certificate of two senior officers of the Acquiror certifying that the Acquiror has so complied with its covenants herein; (f) from the date hereof and up to and including the Effective Date, there shall have been consummated pursuant no change, effect, event, circumstance, fact or occurrence that, individually or in the aggregate, has had or would reasonably be expected to all have a Material Adverse Effect on the Acquiror and the Acquiror shall have provided to the Company a certificate of two senior officers of the material terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except Acquiror to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stocksuch effect; and (fg) neither the consummation nor the performance Company shall not have become aware of any Misrepresentation (after giving effect to all subsequent filings in relation to all matters covered in earlier filings) in any document filed or released by or on behalf of the transactions contemplated by this Agreement (Acquiror with any securities regulatory authority in Canada or elsewhere, including any annual report, financial statements, material change report, press release or management information circular, that the "Transactions") willCompany shall have determined, directly or indirectly (with or without notice or lapse of time)acting reasonably, contravene or conflict with or result in constitutes a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") Effect in respect of the Acquiror. The foregoing conditions precedent are for the exclusive benefit of the Company as presently conducted and may be waived, in whole or as proposed in part, by the Company in writing at any time. The Company may not rely on the failure to be conducted, together with its subsidiaries taken as a whole, satisfy any of the conditions in this Section 6.3 if the condition was not satisfied solely as a result of, specifically, (i) of a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to material default by the Company (an "Order") issued after the date of in complying with its obligations under this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental body.

Conditions Precedent to the Obligations of the Company. The Company's obligation of the Company to sell and issue the Stock at effect the Closing is subject to the satisfaction satisfaction, or waiver by the Company, of the following conditions: (a) the The representations and warranties made by of the Investors Trust contained in Section 4 hereof this Agreement shall be true and accurate correct in all material respects as of the date of this Agreement when made and as of the Closing Date as though made on and as of the Closing Date; (b) all covenants and agreements contained in this Agreement to be observed performed by the Investors on or Trust prior to or at the Closing shall have been performed or complied with performed. (b) The Trust shall have obtained the respective concurrences of the SCB and the Futures Representative to the Amended Supplemental Agreement and the Trust Amendment in all material respects;a form reasonably acceptable to the Company. (c) each Investor The Order shall have delivered the following documents been issued and be in a form reasonably acceptable to the Company: (i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of the Closing Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor; (d) each of the consents identified or required to be identified in Part 3.6 of the Disclosure Schedule shall have been obtained and which Order shall be in full force and effect;effect but may be subject to appeal or discretionary review by another court; provided, however, that if upon its review of objections raised to the issuance of the Order, the Company believes in good faith after consultation with the Trust that, as a condition to the Company's obligations under this Agreement, the Order should be a Final Order, then for purposes of this condition the Company may require that the Order be a Final Order. (d) There shall not be any effective injunction, writ, preliminary restraining order or other order of any nature issued by a court of competent jurisdiction, and no person shall have commenced any proceeding which would be reasonably likely to result in the issuance of any such injunction, writ, preliminary restraining order or other order, in each case prohibiting the consummation of the transaction contemplated hereby. (e) the The Merger shall have been consummated pursuant to all of the material terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; and. (f) neither The Trust shall have irrevocably instructed its relevant banking institution(s) that (1) the consummation nor the performance Company Amount and (2) all of the transactions contemplated by this Agreement (cash proceeds paid to the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, Trust as a result of, specifically, (i) a change in any applicable legal requirement after of the date conversion of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation its shares of any court, regulatory body or administrative agency or other governmental body applicable Company Common Stock pursuant to the Company (an "Order") issued after Merger, upon receipt, shall be immediately transferred to the date Designated Settlement Fund portion of this Agreement, or (ii) any legal requirement or Order that is proposed after the date Trust by transfer of this Agreement by or before any governmental bodyimmediately available funds.

Conditions Precedent to the Obligations of the Company. The Company's obligation of the Company to sell and issue the Stock at effect the Closing is subject to the satisfaction satisfaction, or waiver by the Company, of the following conditions: (a) the The representations and warranties made by of the Investors Trust contained in Section 4 hereof this Agreement shall be true and accurate correct in all material respects as of the date of this Agreement when made and as of the Closing Date as though made on and as of the Closing Date; (b) all covenants and agreements contained in this Agreement to be observed performed by the Investors on or Trust prior to or at the Closing shall have been performed or complied with performed. (b) The Trust shall have obtained the respective concurrences of the SCB and the Futures Representative to the Amended Supplemental Agreement and the Trust Amendment in all material respects;a form reasonably acceptable to the Company. (c) each Investor The Order shall have delivered the following documents been issued and be in a form reasonably acceptable to the Company: (i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of the Closing Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor; (d) each of the consents identified or required to be identified in Part 3.6 of the Disclosure Schedule shall have been obtained and which Order shall be in full force and effect;effect but may be subject to appeal or discretionary review by another court; provided, however, that if upon its review of objections raised to the issuance of the Order, the Company believes in good faith after consultation with the Trust that, as a condition to the Company's obligations under this Agreement, the Order should be a Final Order, then for purposes of this condition the Company may require that the Order be a Final Order. (d) There shall not be any effective injunction, writ, preliminary restraining order or other order of any nature issued by a court of competent jurisdiction, and no person shall have commenced any proceeding which would be reasonably likely to result in the issuance of any such injunction, writ, preliminary restraining order or other order, in each case prohibiting the consummation of the transaction contemplated hereby. (e) All of the Merger Trust's shares of Company Common Stock shall have been consummated purchased by Acquisition Subsidiary pursuant to all of the material terms and conditions contained in Offer or the Merger Agreement as of the date of this Stockholder Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; and. (f) neither The Trust shall have irrevocably instructed its relevant banking institution(s) that (1) the consummation nor the performance Company Amount and (2) all of the transactions contemplated by this Agreement (cash proceeds paid to the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, Trust as a result of, specifically, (i) a change in any applicable legal requirement after of the date purchase of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation the Trust's shares of any court, regulatory body or administrative agency or other governmental body applicable Company Common Stock pursuant to the Company (an "Order") issued after Offer or the date of this Stockholder Agreement, or (ii) any legal requirement or Order that is proposed after upon receipt, shall be transferred to the date Designated Settlement Fund portion of this Agreement the Trust by or before any governmental bodytransfer of immediately available funds immediately following receipt of such cash proceeds.

Conditions Precedent to the Obligations of the Company. The Company's obligation to sell and issue All obligations of the Stock at the Closing is Company under this Agreement are subject to the satisfaction fulfillment, prior to or as of the Closing, of each of the following conditions, any of which may be waived by the Company: (a) the The representations and warranties made by or on behalf of Parent, Merger Sub and the Investors Shareholder Representative contained in Section 4 this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection herewith shall be true and accurate correct in all material respects as of the date of this Agreement at and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date;such time. (b) Parent and Merger Sub shall have performed and complied with, in all covenants material respects, all covenants, agreements, and agreements contained in conditions set forth or otherwise contemplated in, and shall have executed and delivered all documents required by, this Agreement to be observed by the Investors on or prior to the Closing shall have been performed or complied with in all material respects;or executed and delivered by them prior to or at the Closing. (c) each Investor The directors of Parent and the directors and sole stockholder of Merger Sub shall have delivered approved in accordance with applicable state corporation law the following documents to execution and delivery of this Agreement and the Company:consummation of the transactions contemplated herein. (id) The Company in its sole discretion, shall be satisfied with the Shareholders' Rights Agreementresults of its business, substantially in legal and financial due diligence review of the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor;Parent. (iie) a certificate (the "Investor Closing Certificate") of each Investor, dated as of On or before the Closing Date, Parent and certifying Merger Sub shall have delivered to the satisfaction Company certified copies of resolutions of the conditions specified in Sections 2.1(a) stockholders and (b) with respect to such Investor; (d) each the directors of Merger Sub and Parent approving and authorizing the consents identified or required to be identified in Part 3.6 execution, delivery and performance of the Disclosure Schedule shall have been obtained this Agreement and shall be in full force and effect; (e) the Merger shall have been consummated pursuant to authorizing all of the material necessary and proper action to enable Parent and Merger Sub to comply with the terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion election of the Company's nominees to the Board of Directors of Parent and all matters outlined or contemplated herein. (f) The Merger shall be permitted by applicable state law and otherwise and Parent shall have sufficient shares of Preferred Stock its capital stock authorized to complete the Merger and the transactions contemplated hereby. (g) At Closing, all of the directors and officers of Parent shall have resigned in writing from their positions as defined belowdirectors and officers of Parent effective upon the election and appointment of the Company nominees, and the directors of Parent shall take such action as may be necessary or desirable regarding such election and appointment of the Company nominees. (h) held At the Closing, all instruments and documents delivered by Xxxxxxxxx (as defined below) into shares of Common Stock; except Parent or Merger Sub, including to the extent (A) Company Stockholders pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for the Company. (i) any change The shares of restricted Parent capital stock to be issued to the Company Stockholders at Closing will be validly issued, nonassessable and fully paid under Nevada corporation law and will be issued in a nonpublic offering in compliance with all applicable federal and state and applicable securities laws. (j) The Company shall have received all necessary and required approvals and consents from required parties and from its stockholders. (k) The capital stock of Parent issued and outstanding immediately at the material terms Effective Time (without giving effect to the issuance of Parent Common Stock pursuant to the Merger) shall be 3,550,000 shares of Parent Common Stock. Parent and conditions contained in Merger Sub shall have no liabilities, whether or not accrued, and there shall be no pending actions, proceedings or claims made or, to the Knowledge of Parent or the Shareholder Representative, threatened against Parent at the Effective Time. (l) At the Closing, Parent and Merger Agreement Sub shall have delivered to the Company an opinion of Parent's legal counsel dated as of the date Closing to the effect that: (1) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (2) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Parent and Merger Sub and is a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors' rights; (3) The Merger, this Agreement, the related Certificate of Merger, the execution and delivery of this Agreement benefit and the Company, or (ii) related Certificate of Merger and the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit consummation of the Companytransactions contemplated thereby, have been duly authorized and approved by Parent's Board of Directors and stockholders; (B4) the Merger is consummated, including the conversion of the The shares of Preferred Stock held by Xxxxxxxxx into shares of Common StockParent capital stock when issued will be duly and validly issued, fully paid and nonassessable; and (f5) neither the consummation nor the performance Legal counsel for Parent and Merger Sub is not aware of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, any liabilities, obligations, business, properties, prospects claims or results of operations (a "Material Adverse Effect") of the Company as presently conducted lawsuits involving Parent or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental bodyMerger Sub.

Conditions Precedent to the Obligations of the Company. The Company's obligation of the Company to sell and issue complete the Stock at the Closing Arrangement is subject to the satisfaction fulfillment of each of the following conditions:conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of the Company and may be waived by the Company, in whole or in part at any time, in its sole discretion, without prejudice to any other rights which the Company may have): (a) the The representations and warranties made by of the Investors in Purchaser set forth in: (i) Section 4 hereof 4.1(a) [Organization], Section 4.1(b) [Authorization; Validity of Agreement; Company Action], Section 4.1(d) [Funds Available] and Section 4.1(i) [Consideration Shares] shall be true and accurate correct in all material respects as of the date of this Agreement Effective Time as if made as at and as of the Closing Date as though made on such time (except that any such representation and as of the Closing Date; (b) all covenants and agreements contained in this Agreement to be observed warranty that by the Investors on or prior to the Closing shall have been performed or complied with in all material respects; (c) each Investor shall have delivered the following documents to the Company: (i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of the Closing Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor; (d) each of the consents identified or required to be identified in Part 3.6 of the Disclosure Schedule shall have been obtained and shall be in full force and effect; (e) the Merger shall have been consummated pursuant to all of the material its terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement speaks specifically as of the date of this Agreement benefit the Company, or another date shall be true and correct in all respects as of such date); (ii) the waiver or non-satisfaction of a condition contained Section 4.1(i) [Capitalization] shall be true and correct in the Merger Agreement is all respects (except for the benefit de minimis inaccuracies) as of the Company, Effective Time as if made as at and as of such time (B) the Merger is consummated, including the conversion except that any such representation and warranty that by its terms speaks specifically as of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; and (f) neither the consummation nor the performance of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or another date shall be true and correct in all respects as of such date); (iii) the remainder of Section 4.1 shall be true and correct in all respects (disregarding for purposes of this clause (iii) any federal materiality or state judgmentthe Purchaser Material Adverse Effect qualification contained in any such representation or warranty as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date)), orderexcept in the case of this clause (iii) where the failure to be so true and correct in all respects, writindividually and in the aggregate, decreewould not have the Purchaser Material Adverse Effect, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable and the Purchaser shall have provided to the Company a certificate of two senior officers of the Purchaser certifying (an "Order"on the Purchaser’s behalf and without personal liability) issued after the foregoing dated the Effective Date; (b) each of the Purchaser and Acquireco shall have complied in all respects with its covenants in Section 2.9 [Payment of Consideration] and in all material respects with its other covenants herein and the Purchaser shall have provided to the Company a certificate of two senior officers of the Purchaser certifying (on the Purchaser’s behalf and without personal liability) compliance with such covenants dated the Effective Date; and (c) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (ii) any legal requirement or Order if previously undisclosed to the public), a Purchaser Material Adverse Effect and Purchaser shall have provided to the Company a certificate of two senior officers of the Purchaser to that is proposed after effect (on the date of this Agreement by or before any governmental bodyPurchaser’s behalf and without personal liability).

Conditions Precedent to the Obligations of the Company. The Company's obligation of the Company to sell and issue deliver the shares of Common Stock or Warrants, as applicable, to Purchaser at the each Additional Closing is shall be subject to the satisfaction (or waiver by the Company), on or prior to the applicable Additional Closing Date of each of the following conditions: (a) the representations and warranties made by the Investors in Section 4 hereof The Additional Closing Purchaser Representations shall be true and accurate in all material respects correct as of such Additional Closing Date, with the date of this Agreement and as of the Closing Date same effect as though such Additional Closing Purchaser Representations had been made on and as of such date (other than any Additional Closing Purchaser Representation that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the Closing Datefailure to be so true and correct would not have a material adverse effect on Purchaser’s ability to consummate such Additional Closing; (b) Purchaser shall have performed, satisfied and complied in all covenants material respects with the covenants, agreements and agreements contained in conditions required by this Agreement and the Transaction Agreements to which Purchaser is or will be a party to be observed performed, satisfied or complied with by the Investors on Purchaser at or prior to the Closing shall have been performed or complied with in all material respectssuch Additional Closing; (c) each Investor Purchaser shall have delivered the following documents to the Company: (i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), Company a certificate duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") an executive officer of each InvestorPurchaser, dated as of the such Additional Closing Date, and certifying in customary form, to the satisfaction effect that each of the conditions specified in Sections 2.1(aSection 7.2(a) and (bSection 7.2(b) with respect to such Investorhave been satisfied in all respects; (d) each of the consents identified or required to be identified in Part 3.6 of the Disclosure Schedule The LOC Bank shall have been obtained delivered to the Company the funds payable for shares of Common Stock or Warrant, as applicable, issued pursuant to such Additional Closing by wire transfer of U.S. dollars in immediately available funds to an account specified by the Company in writing in the Draw Notice or such other manner as determined by the LOC Bank and shall be in full force and effect;the Company; and (e) the Merger (i) No Order shall have been consummated pursuant to all of entered by or with any Governmental Authority, and no other legal restraint or prohibition shall be in effect, preventing or rendering impossible or illegal the material terms issuance and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares sale of Common Stock; except Stock or Warrant, as applicable, to the extent Purchaser and (Aii) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit there shall be no Claim pending against the Company, Purchaser or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit any Subsidiary of the CompanyCompany by any Governmental Authority of competent jurisdiction seeking to restrict, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; and (f) neither prohibit or otherwise prevent the consummation nor the performance of the transactions contemplated by this Agreement (provided for herein or rendering impossible or illegal the "Transactions") will, directly issuance or indirectly (with sale the Common Stock or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a wholeWarrant, as a result ofapplicable, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental bodyPurchaser.

Conditions Precedent to the Obligations of the Company. The Company's obligation of the Company hereunder to sell and issue the Stock Series A-1 Shares, the Series A-2 Shares, the Exchange Notes and the Warrants to each respective Buyer at the First Closing is subject to the satisfaction satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Investment Amount for the Series A-1 Shares, the Series A-2 Shares, the Exchange Notes, and the Warrants being purchased by such Buyer and each other Buyer at the First Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company and/or by surrender of such Buyer’s and each other Buyers’ Existing Notes. Such Buyer and each other Buyer surrendering Existing Notes shall also surrender his, her, or its Existing Warrants. (c) The representations and warranties made by the Investors in Section 4 hereof of such Buyer shall be true and accurate correct in all material respects as of the date of this Agreement First Closing Date (except for representations and warranties that speak as of a different date), and such Buyer shall have performed, satisfied and complied in all material respects with the Closing Date as though made on covenants, agreements and as of the Closing Date; (b) all covenants and agreements contained in conditions required by this Agreement to be observed performed, satisfied or complied with by the Investors on such Buyer at or prior to the Closing shall have been performed or complied with in all material respects; (c) each Investor shall have delivered the following documents to the Company: (i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of the First Closing Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor;. (d) each of the consents identified or required to be identified in Part 3.6 of the Disclosure Schedule The Company shall have been obtained and shall be in full force and effect; (e) the Merger shall have been consummated pursuant to received written resignations of all of the material terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit members of the Company’s Board of Directors, other than Xxxx Xxxx and (B) the Merger is consummatedXxxxxx Xxxxx, including the conversion resigning their positions as directors of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; and (f) neither the consummation nor the performance of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental bodyCompany.

Conditions Precedent to the Obligations of the Company. The Company's obligation to sell and issue All obligations of the Stock at the Closing is Company under this Agreement are subject to the satisfaction fulfillment, prior to or as of the Closing and/or the Effective Time, as indicated below, of each of the following conditions: (a) the The representations and warranties made by or on behalf of Parent and Merger Sub contained in this Agreement or in any certificate or document delivered pursuant to the Investors provisions hereof or in Section 4 hereof connection herewith shall be true and accurate correct in all material respects as of the date of this Agreement at and as of the Closing Date and Effective Time as though such representations and warranties were made on at and as of the Closing Date;such time. (b) Parent and Merger Sub shall have performed and complied with all covenants covenants, agreements, and agreements contained in conditions set forth or otherwise contemplated in, and shall have executed and delivered all documents required by, this Agreement to be observed by the Investors on or prior to the Closing shall have been performed or complied with in all material respects;or executed and delivered by them prior to or at the Closing. (c) each Investor On or before the Closing, the directors of Parent and the Manager of Merger Sub, and Parent as interest holder of Merger Sub, and the stockholders of Parent (to the extent the Parent Required Vote is required by applicable law), shall have delivered approved in accordance with applicable state corporation law the following documents to execution and delivery of this Agreement and the Company:consummation of the transactions contemplated herein. (id) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of On or before the Closing Date, Parent and certifying to the satisfaction Merger Sub shall have delivered certified copies of resolutions of the conditions specified in Sections 2.1(a) sole interest holder and (b) with respect to such Investor; (d) each Manager of Merger Sub and of the consents identified or required to be identified in Part 3.6 directors of Parent approving and authorizing the Disclosure Schedule shall have been obtained execution, delivery and shall be in full force performance of this Agreement and effect; (e) the Merger shall have been consummated pursuant to authorizing all of the material necessary and proper action to enable Parent and Merger Sub to comply with the terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion election of the Company’s nominees to the Board of Directors of Parent and all matters outlined or contemplated herein. (e) The Merger shall be permitted by applicable state law and otherwise and Parent shall have sufficient shares of its capital stock authorized to complete the Merger and the transactions contemplated hereby. (f) At the Closing, the number of directors of Parent will be set at three (3), and (A) Fxxxx Xxxxxxxxxx, Lxxxx X. Xxxxx and Exxxxxxxx X. Xxxxx, or such other persons designated by the Company, shall be elected to the Board of Directors of Parent, (B) Fxxxx Xxxxxxxxxx shall be elected the President and Chief Executive Officer of Parent, (C) Jxxxx Xxxxx shall be elected as the Executive Vice President of Parent, (D) Sxxxxxx X. Xxxxx shall be elected Vice President, Chief Financial Officer and Secretary of Parent, and (E) all of the former directors and officers of Parent shall resign in writing from their positions as directors and officers of Parent. (g) At the Closing, all instruments and documents delivered by Parent or Merger Sub, including to the Company holders of Series A and Series B Interests pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for the Company. (h) The Company shall have received the reasonable assurance of its certified public accountants, to the extent it deems necessary, that its financial audit shall be concluded at the proper time in order to be in full compliance will applicable SEC reporting requirements in connection with the Merger and the Closing of this transaction. (i) The Company shall have raised a minimum of $8,000,000 of capital in connection with its Private Placement under terms and conditions acceptable to the Company. (j) The shares of restricted Parent capital stock to be issued to the holders of Company Series A and Series B Interests at Closing will be validly issued, nonassessable and fully paid under Delaware corporation law and will be issued in a nonpublic offering in compliance with all federal, state and applicable Securities Laws. (k) The Company shall have received the advice of its tax advisor, to the extent it deems necessary, that this transaction is a tax free reorganization as to the Company and all of the holders of Company Series A and Series B Interests. (l) The Company shall have received all necessary and required approvals and consents from required parties and from its holders of Company Series A and Series B Interests in connection with the Closing of this Agreement, including stockholder approval to change the name of Parent to “Pacific Asia Petroleum, Inc.,” in the State of Delaware and thereafter change the trading symbol of Parent. (m) At the Closing, Parent and Merger Sub shall have delivered to the Company an opinion of Parent’s legal counsel dated as of the Closing to the effect that: (1) Parent is a corporation duly organized, validly existing and in good standing under the laws of the Delaware, and Merger Sub is a limited liability company validly existing and in good standing under the laws of Delaware; (2) This Agreement has been duly authorized, executed and delivered by Parent and Merger Sub and is a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms; (3) Parent and Merger Sub each through its Board of Directors and stockholders, and interest holders and Manager, respectively, have taken all corporate action necessary for performance under this Agreement; (4) The documents executed and delivered to the Company and the holders of Company Series A and Series B Interests hereunder are valid and binding in accordance with their terms and vest in the holders of Company Series A and Series B Interests all right, title and interest in and to the shares of Parent’s Common Stock and Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Companybe issued pursuant to Section 2 hereof, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common StockParent capital stock when issued will be duly and validly issued, fully paid and nonassessable; and (f5) neither Parent and Merger Sub each has the consummation nor corporate power to execute, deliver and perform under this Agreement. (n) The “Closing” as defined in the performance IMPCO Merger Agreement of that certain merger transaction contemplated by the IMPCO Merger Agreement shall close simultaneously with the Closing of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of Merger under this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental body.

Conditions Precedent to the Obligations of the Company. The Company's obligation obligations of the Company to sell and issue the Stock at complete the Closing is shall be subject to the satisfaction fulfillment, at or prior to the time of the Closing of each of the following conditions: (a) except for such changes as permitted or contemplated by this Master Transaction Agreement, the representations and warranties made by of the Investors Physician Parties contained in Section 4 hereof this Master Transaction Agreement shall be true and accurate correct in all material respects as of the date of this Agreement at and as of the Closing Date with the same force and effect as though if made on at and as of the Closing Date; (b) the Physician Parties shall have performed, complied with and fulfilled all covenants the covenants, agreements, obligations and agreements contained in this Agreement conditions required by any of the Transaction Documents to be observed performed, complied with or fulfilled by the Investors on or them prior to or at the Closing shall have been performed or complied with in all material respectsClosing; (c) each Investor shall have delivered since the following documents to the Company: (i) the Shareholders' Rights date of this Master Transaction Agreement, substantially there shall not have occurred any event or events, whether individually or in the form attached hereto as Exhibit A (aggregate, that have had or that reasonably could be reasonably expected to have a material adverse effect on the "Rights Agreement")financial condition, duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") results of operations, properties, assets, liabilities, business operations of each Investor, dated as of the Closing Date, and certifying to Clinics or the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such InvestorPractice; (d) each the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the consents identified or required to be identified in Part 3.6 of the Disclosure Schedule Registration Statement shall have been obtained issued and no proceedings for that purpose shall be have been initiated or threatened by the SEC. At or prior to Closing, the Company shall have received all state securities and “Blue Sky” permits necessary, in full force and effectits reasonable discretion, to consummate the transactions contemplated hereby; (e) the Merger Company shall have been consummated pursuant to received all of the material terms instruments, documents and conditions contained other items described in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock; andSection 8.2 hereof; (f) the Company shall have received a legal opinion from local counsel in Texas, in a form satisfactory to the Company, stating that the Physician Parties are in full compliance with Texas and federal health care laws, and that neither the consummation of the transactions contemplated under this Agreement nor the performance of the transactions contemplated Related Agreements will contravene any Texas law or federal health care law; (g) the real property leases between BEW Financing, L.P. and the Clinics, that are being replaced by this Agreement new real property leases under the Master Lease Agreement, shall have been terminated; (the "Transactions"h) will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed to be conductedshall have entered into the Master Lease Agreement with BEW Financing, together with its subsidiaries taken as a whole, as a result of, specifically, L.P.; (i) all real property leases to which the Clinics are a change in any applicable legal requirement after party shall have been terminated, except for leases contemplated by the date Master Lease Agreement; and (j) the Physician shall have assigned all of this Agreement or any federal or state judgmentPhysician’s rights, orderproceeds, writassets (other than equipment, decreefurnishings and fixtures), statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable claims and benefits under the Work Hardening Purchase Agreements to the Company, and shall have paid all applicable amounts due and payable to Xx. Xxxxx, Xx. Xxxx, Xx. Xxxxxxx and Myers, Trager, Do Management Consulting, LLC under the Work Hardening Purchase Agreements and the “Agreement to Transition Management Services” attached as Exhibit A thereto; (k) the Physician Parties (as the term is defined in the Work Hardening Purchase Agreements) at the Work Hardening centers shall have performed and complied with all of the covenants in the Work Hardening Purchase Agreements; (l) Xxxxx Xxxxxx Do Management Consulting, LLC shall have entered into the Agreement to Transition Management Services in the form attached as Exhibit A to each of the Work Hardening Purchase Agreements; and (m) the Company (an "Order") issued after shall have received all information reasonably requested from the date Physician Parties with respect to employees of this Agreementthe Clinics, or (ii) any legal requirement or Order that is proposed after in connection with its evaluation of employees of the date of this Agreement by or before any governmental bodyClinics.

Conditions Precedent to the Obligations of the Company. The Company's obligation of the Company to sell and issue complete the Stock at the Closing Arrangement is subject to the satisfaction fulfillment of each of the following conditionsconditions precedent on or before the Effective Date: (a) the Mission Gold Nominee shall have been appointed to the Acquiror Board effective on or before the Effective Date; (b) the Company shall have received an opinion from the financial advisor of its choosing indicating that the Arrangement is fair from a financial point of view to Shareholders; (c) the representations and warranties made by the Investors Acquiror in Section 4 hereof this Agreement that are qualified by Material Adverse Effect shall be true and accurate correct in all respects and the representations and warranties that are made by the Acquiror in this Agreement that are not so qualified shall be true and correct in all material respects respects, in each case as of the date of this Agreement and as of the Closing Effective Date as though if made on and as of the Closing Date; such date (b) all covenants and agreements contained in this Agreement to be observed by the Investors on or prior except to the Closing extent that any such representation or warranty speaks as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), except where any failures or breaches of representations and warranties would not, either individually or in the aggregate, have a Material Adverse Effect on the Acquiror or prevent, or materially delay the consummation of the Arrangement and the Acquiror shall have been performed or complied with in all material respects; (c) each Investor shall have delivered the following documents provided to the Company: (i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) Company a certificate (the "Investor Closing Certificate") of each Investor, dated as two senior officers of the Closing Acquiror certifying such accuracy on the Effective Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor; (d) each there shall not be any suit, action or proceeding by any person, including, without limitation, any Regulatory Authority, challenging this Agreement or the transactions contemplated hereby, that would reasonably be expected to result in a judgment, order or decree delaying, restraining or prohibiting the Arrangement (or the Acquiror's direct or indirect ownership of the consents identified Company on or required following the Effective Date) or compelling the Acquiror to be identified in Part 3.6 dispose of or hold separate any material portion of the Disclosure Schedule shall have been obtained and shall be business or assets of the Company (or any equity interest in full force and effectthe Company); (e) subject to Section 6.4, the Merger Acquiror shall have complied in all material respects with its covenants herein, except those in Section 2.9, in which case it shall have complied in all respects, and the Acquiror shall have provided to the Company a certificate of two senior officers of the Acquiror certifying that the Acquiror has so complied with its covenants herein; (f) from the date hereof and up to and including the Effective Date, there shall have been consummated pursuant no change, effect, event, circumstance, fact or occurrence that, individually or in the aggregate, has had or would reasonably be expected to all have a Material Adverse Effect on the Acquiror and the Acquiror shall have provided to the Company a certificate of two senior officers of the material terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock Acquiror to such effect; (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (iig) the waiver or non-satisfaction TSX shall have approved for listing the Replacement Warrants to be issued to Warrantholders holding currently listed Warrants having an exercise price of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common Stock$0.50; and (fh) neither the consummation nor the performance Company shall not have become aware of any Misrepresentation (after giving effect to all subsequent filings in relation to all matters covered in earlier filings) in any document filed or released by or on behalf of the transactions contemplated by this Agreement (Acquiror with any securities regulatory authority in Canada or elsewhere, including any annual report, financial statements, material change report, press release or management information circular, that the "Transactions") willCompany shall have determined, directly or indirectly (with or without notice or lapse of time)acting reasonably, contravene or conflict with or result in constitutes a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") Effect in respect of the Acquiror. The foregoing conditions precedent are for the exclusive benefit of the Company as presently conducted and may be waived, in whole or as proposed in part, by the Company in writing at any time. The Company may not rely on the failure to be conducted, together with its subsidiaries taken as a whole, satisfy any of the conditions in this Section 6.3 if the condition was not satisfied solely as a result of, specifically, (i) of a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to material default by the Company (an "Order") issued after the date of in complying with its obligations under this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental body.

Conditions Precedent to the Obligations of the Company. The Company's obligation to sell and issue the Stock at the Closing is subject to the satisfaction of the following conditions: (a) the representations and warranties made by the Investors in Section 4 hereof shall be true and accurate in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (b) all covenants and agreements contained in this Agreement to be observed by the Investors on or prior to the Closing shall have been performed or complied with in all material respects; (c) each Investor shall have delivered the following documents to the Company: (i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of the Closing Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect to such Investor; (d) each of the consents identified or required to be identified in Part 3.6 of the Disclosure Schedule shall have been obtained and shall be in full force and effect; (e) the Merger shall have been consummated pursuant to all of the material terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx Cattxxxxx (as xx defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into Cattxxxxx xxxo shares of Common Stock; and (f) neither the consummation nor the performance of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental body.

Conditions Precedent to the Obligations of the Company. The Company's obligation of the Company to sell and issue complete the Stock at the Closing Arrangement is subject to the satisfaction fulfillment of each of the following conditionsconditions precedent on or before the Effective Date: (a) the representations and warranties made by the Investors Acquiror in Section 4 hereof this Agreement that are qualified by Material Adverse Effect shall be true and accurate correct in all respects and the representations and warranties that are made by the Acquiror in this Agreement that are not so qualified shall be true and correct in all material respects respects, in each case as of the date of this Agreement and as of the Closing Effective Date as though if made on and as of such date (except to the Closing extent that any such representation or warranty speaks as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), except where any failures or breaches of representations and warranties would not, either individually or in the aggregate, have a Material Adverse Effect on the Acquiror or prevent, or materially delay the consummation of the Arrangement and the Acquiror shall have provided to the Company a certificate of two senior officers of the Acquiror certifying such accuracy on the Effective Date; (b) all covenants and agreements contained in this Agreement subject to be observed by Section 6.4, the Investors on or prior to the Closing Acquiror shall have been performed or complied with in all material respects with its covenants herein, except those in Section 2.9, in which case it shall have complied in all respects, and the Acquiror shall have provided to the Company a certificate of two senior officers of the Acquiror certifying that the Acquiror has so complied with its covenants herein; (c) each Investor from the date hereof and up to and including the Effective Date, there shall have delivered been no change, effect, event, circumstance, fact or occurrence that, individually or in the following documents aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Acquiror and the Acquiror shall have provided to the Company: (i) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) Company a certificate (the "Investor Closing Certificate") of each Investor, dated as two senior officers of the Closing Date, and certifying to the satisfaction of the conditions specified in Sections 2.1(a) and (b) with respect Acquiror to such Investoreffect; (d) each there shall not be any suit, action or proceeding by any person, including, without limitation, any Regulatory Authority, challenging this Agreement or the transactions contemplated hereby, that would reasonably be expected to result in a judgment, order or decree delaying, restraining or prohibiting the Arrangement (or the Acquiror's direct or indirect ownership of the consents identified Company on or required following the Effective Date) or compelling the Acquiror to be identified in Part 3.6 dispose of or hold separate any material portion of the Disclosure Schedule shall have been obtained and shall be business or assets of the Company (or any equity interest in full force and effectthe Company; (e) the Merger Company shall not have become aware of any Misrepresentation (after giving effect to all subsequent filings in relation to all matters covered in earlier filings) in any document filed or released by or on behalf of the Acquiror with any securities regulatory authority in Canada or elsewhere having jurisdiction over the Acquiror, including any annual report, financial statement, material change report, press release or management information circular, that the Company shall have been consummated pursuant to all determined, acting reasonably, constitutes a Material Adverse Effect in respect of the material terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion of the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Company, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common StockAcquiror; and (f) neither the consummation nor Company shall have received the performance Fairness Opinion from the Fairness Advisor indicating that the Arrangement is fair from a financial point of view to Shareholders. The foregoing conditions precedent are for the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") exclusive benefit of the Company as presently conducted and may be waived, in whole or as proposed in part, by the Company in writing at any time. The Company may not rely on the failure to be conducted, together with its subsidiaries taken as a whole, satisfy any of the conditions in this Section 6.3 if the condition was not satisfied solely as a result of, specifically, (i) of a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to material default by the Company (an "Order") issued after the date of in complying with its obligations under this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental body.

Conditions Precedent to the Obligations of the Company. The Company's obligation to sell and issue All obligations of the Stock at the Closing is Company under this Agreement are subject to the satisfaction fulfillment, prior to or as of the Closing, of each of the following conditions: (a) the The representations and warranties made by or on behalf of Parent, Merger Sub and each Major Shareholder contained in this Agreement or in any certificate or document delivered pursuant to the Investors provisions hereof or in Section 4 hereof connection herewith shall be true and accurate correct in all material respects as of the date of this Agreement at and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date;such time. (b) Parent and Merger Sub shall have performed and complied with all covenants covenants, agreements, and agreements contained in conditions set forth or otherwise contemplated in, and shall have executed and delivered all documents required by, this Agreement to be observed by the Investors on or prior to the Closing shall have been performed or complied with in all material respects;or executed and delivered by them prior to or at the Closing. (c) each Investor The directors of Parent and the directors and sole stockholder of Merger Sub shall have delivered approved in accordance with applicable state corporation law the following documents to execution and delivery of this Agreement and the Company:consummation of the transactions contemplated herein. (id) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of On or before the Closing Date, Parent and certifying Merger Sub shall have delivered to the satisfaction Company certified copies of resolutions of the conditions specified in Sections 2.1(a) stockholders and (b) with respect to such Investor; (d) each the directors of Merger Sub and Parent approving and authorizing the consents identified or required to be identified in Part 3.6 execution, delivery and performance of the Disclosure Schedule shall have been obtained this Agreement and shall be in full force and effect; (e) the Merger shall have been consummated pursuant to authorizing all of the material necessary and proper action to enable Parent and Merger Sub to comply with the terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion election of the Company's nominees to the Board of Directors of Parent and all matters outlined or contemplated herein. (e) The Merger shall be permitted by applicable state law and otherwise and Parent shall have sufficient shares of its capital stock authorized to complete the Merger and the transactions contemplated hereby. (f) At Closing, all of the directors and officers of Parent shall have resigned in writing from their positions as directors and officers of Parent effective upon the election and appointment of the Company nominees, and the directors of Parent shall take such action as may be necessary or desirable regarding such election and appointment of the Company nominees. (g) At the Closing, all instruments and documents delivered by Parent or Merger Sub, including to the Company Stockholders pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for the Company. (h) The shares of Parent capital stock to be issued to the Company Stockholders at Closing will be validly issued, nonassessable and fully paid under Nevada corporation law. (i) The Company shall have received all necessary and required approvals and consents from required parties and from its stockholders. (j) Parent shall have effected the Reverse Split such that the capital stock of Parent issued and outstanding immediately at the Effective Time (without giving effect to the issuance of Parent Common Stock pursuant to the Merger) shall be approximately 700,000 shares of Parent Common Stock. Parent and Merger Sub shall have no liabilities, whether or not accrued, and there shall be no pending actions, proceedings or claims made or, to the Knowledge of Parent or any Major Shareholder, threatened against Parent at the Effective Time. (k) At the Closing, Parent and Merger Sub shall have delivered to the Company an opinion of Parent's legal counsel dated as of the Closing to the effect that: (i) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (ii) This Agreement has been duly authorized, executed and delivered by Parent and Merger Sub and is a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms; (iii) Parent and Merger Sub each through its Board of Directors and stockholders have taken all corporate action necessary for performance under this Agreement; (iv) The documents executed and delivered to the Company and the Company Stockholders hereunder are valid and binding in accordance with their terms and vest in the Company Stockholders all right, title and interest in and to the shares of Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except Parent's capital stock to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Companybe issued pursuant to Section 2 hereof, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common StockParent capital stock when issued will be duly and validly issued, fully paid and nonassessable; (v) Parent and Merger Sub each has the corporate power to execute, deliver and perform under this Agreement; and (fvi) neither the consummation nor the performance Legal counsel for Parent and Merger Sub is not aware of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, any liabilities, obligations, business, properties, prospects claims or results of operations (a "Material Adverse Effect") of the Company as presently conducted lawsuits involving Parent or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental bodyMerger Sub.

Conditions Precedent to the Obligations of the Company. The Company's obligation to sell and issue All obligations of the Stock at the Closing is Company under this Agreement are subject to the satisfaction fulfillment, prior to or as of the Closing and/or the Effective Time, as indicated below, of each of the following conditions: (a) the The representations and warranties made by or on behalf of Parent and Merger Sub contained in this Agreement or in any certificate or document delivered pursuant to the Investors provisions hereof or in Section 4 hereof connection herewith shall be true and accurate correct in all material respects as of the date of this Agreement at and as of the Closing Date and Effective Time as though such representations and warranties were made on at and as of the Closing Date;such time. (b) Parent and Merger Sub shall have performed and complied with all covenants covenants, agreements, and agreements contained in conditions set forth or otherwise contemplated in, and shall have executed and delivered all documents required by, this Agreement to be observed by the Investors on or prior to the Closing shall have been performed or complied with in all material respects;or executed and delivered by them prior to or at the Closing. (c) each Investor On or before the Closing, the directors of Parent and the Manager of Merger Sub, and Parent as interest holder of Merger Sub, and the stockholders of Parent (to the extent the Parent Required Vote is required by applicable law), shall have delivered approved in accordance with applicable state corporation law the following documents to execution and delivery of this Agreement and the Company:consummation of the transactions contemplated herein. (id) the Shareholders' Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Rights Agreement"), duly executed by each Investor; (ii) a certificate (the "Investor Closing Certificate") of each Investor, dated as of On or before the Closing Date, Parent and certifying to the satisfaction Merger Sub shall have delivered certified copies of resolutions of the conditions specified in Sections 2.1(a) sole interest holder and (b) with respect to such Investor; (d) each Manager of Merger Sub and of the consents identified or required to be identified in Part 3.6 directors of Parent approving and authorizing the Disclosure Schedule shall have been obtained execution, delivery and shall be in full force performance of this Agreement and effect; (e) the Merger shall have been consummated pursuant to authorizing all of the material necessary and proper action to enable Parent and Merger Sub to comply with the terms and conditions contained in the Merger Agreement as of the date of this Agreement, including the conversion election of the Company’s nominees to the Board of Directors of Parent and all matters outlined or contemplated herein. (e) The Merger shall be permitted by applicable state law and otherwise and Parent shall have sufficient shares of its capital stock authorized to complete the Merger and the transactions contemplated hereby. (f) At the Closing, the number of directors of Parent will be set at three (3), and (A) Fxxxx Xxxxxxxxxx, Lxxxx X. Xxxxx and Exxxxxxxx X. Xxxxx, or such other persons designated by the Company, shall be elected to the Board of Directors of Parent, (B) Fxxxx Xxxxxxxxxx shall be elected the President and Chief Executive Officer of Parent, (C) Jxxxx Xxxxx shall be elected as the Executive Vice President of Parent, (D) Sxxxxxx X. Xxxxx shall be elected Vice President, Chief Financial Officer and Secretary of Parent, and (E) all of the former directors and officers of Parent shall resign in writing from their positions as directors and officers of Parent. (g) At the Closing, all instruments and documents delivered by Parent or Merger Sub, including to the Company holders of Class A and Class B Units pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for the Company. (h) The Company shall have received the reasonable assurance of its certified public accountants, to the extent it deems necessary, that its financial audit shall be concluded at the proper time in order to be in full compliance will applicable SEC reporting requirements in connection with the Merger and the Closing of this transaction. (i) Advanced Drilling shall have raised a minimum of $8,000,000 of capital in connection with its Private Placement under terms and conditions acceptable to the Company. (j) The shares of restricted Parent capital stock to be issued to the holders of Company Class A and Class B Units at Closing will be validly issued, nonassessable and fully paid under New York corporation law and will be issued in a nonpublic offering in compliance with all federal, state and applicable Securities Laws. (k) The Company shall have received the advice of its tax advisor, to the extent it deems necessary, that this transaction is a tax free reorganization as to the Company and all of the holders of Company Class A and Class B Units. (l) The Company shall have received all necessary and required approvals and consents from required parties and from its holders of Company Class A and Class B Units in connection with the Closing of this Agreement, including stockholder approval to change the name of Parent to “Pacific Asia Petroleum, Inc.,” in the State of Delaware and thereafter change the trading symbol of Parent. (m) At the Closing, Parent and Merger Sub shall have delivered to the Company an opinion of Parent’s legal counsel dated as of the Closing to the effect that: (1) Parent is a corporation duly organized, validly existing and in good standing under the laws of the Delaware, and Merger Sub is a limited liability company validly existing and in good standing under the laws of New York; (2) This Agreement has been duly authorized, executed and delivered by Parent and Merger Sub and is a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms; (3) Parent and Merger Sub each through its Board of Directors and stockholders, and interest holders and Manager, respectively, have taken all corporate action necessary for performance under this Agreement; (4) The documents executed and delivered to the Company and the holders of Company Class A and Class B Units hereunder are valid and binding in accordance with their terms and vest in the holders of Company Class A and Class B Units all right, title and interest in and to the shares of Parent’s Common Stock and Preferred Stock (as defined below) held by Xxxxxxxxx (as defined below) into shares of Common Stock; except to the extent (A) (i) any change in the material terms and conditions contained in the Merger Agreement as of the date of this Agreement benefit the Company, or (ii) the waiver or non-satisfaction of a condition contained in the Merger Agreement is for the benefit of the Companybe issued pursuant to Section 2 hereof, and (B) the Merger is consummated, including the conversion of the shares of Preferred Stock held by Xxxxxxxxx into shares of Common StockParent capital stock when issued will be duly and validly issued, fully paid and nonassessable; and (f5) neither Parent and Merger Sub each has the consummation nor corporate power to execute, deliver and perform under this Agreement. (n) The “Closing” as defined in the performance DrillCo Merger Agreement of that certain merger transaction contemplated by the DrillCo Merger Agreement shall close simultaneously with the Closing of the transactions contemplated by this Agreement (the "Transactions") will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause a material adverse effect on the condition (financial or otherwise), assets, liabilities, obligations, business, properties, prospects or results of operations (a "Material Adverse Effect") of the Company as presently conducted or as proposed to be conducted, together with its subsidiaries taken as a whole, as a result of, specifically, (i) a change in any applicable legal requirement after the date of this Agreement or any federal or state judgment, order, writ, decree, statute or regulation of any court, regulatory body or administrative agency or other governmental body applicable to the Company (an "Order") issued after the date of Merger under this Agreement, or (ii) any legal requirement or Order that is proposed after the date of this Agreement by or before any governmental body.