Common use of Conditions to Obligations of the Company and the Shareholders Clause in Contracts

Conditions to Obligations of the Company and the Shareholders. The obligation of the Company and the Shareholders to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Company and Shareholders in their sole discretion) of the following further conditions: (a) Each of the representations and warranties of Buyer set forth in this Agreement that is qualified by materiality shall be true and correct at and as of the Closing Date and each such representation and warranty that is not so qualified shall be true and correct in all material respects at and as of the Closing Date, except, in each case, (i) to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date or (ii) for circumstances under which the breach of the representation or warranty could not reasonably be expected to materially impair or delay the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements and consummate the transactions contemplated hereby and thereby. (b) Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with at or prior to the Closing Date. (c) On or prior to the Closing Date, the Company and the Shareholders shall have received the following: (i) a certificate dated the Closing Date signed on behalf of Buyer by an officer of Buyer to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (ii) a copy of the Joinder, executed by Buyer; (iii) a copy of the Buyer SPA, executed by Buyer; (iv) a copy of the Board Observer Agreement, executed by Buyer; (v) a copy of the Proxy Agreement, executed by the Buyer; (vi) a copy of a guarantee signed by the Buyer guaranteeing the obligations of the Company under the ProteoSys Agreement as amended, executed by the Buyer, in form and substance acceptable to ProteoSys; and (vii) all agreements and other documents required to be executed and delivered to the Shareholders pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Shareholders the Closing pursuant to Section 2.3(a)).

Conditions to Obligations of the Company and the Shareholders. The obligation of the Company and the Shareholders to consummate the transactions contemplated by this Agreement is hereby at the Closing shall be subject to the satisfaction fulfillment (or waiver in writing by the Company and Shareholders in their sole discretion) Shareholders), on or prior to the Effective Date, of the following further additional conditions: (a) Each of the representations and warranties of Buyer set forth Parent and Merger Sub contained in this Agreement that is qualified by as to materiality shall be true and correct at and as of the Closing Date and each such representation and warranty that is not so qualified shall be true and correct in all material respects respects, in each case on the date hereof and at and as of the Closing Effective Date as though made on and as of the Effective Date, except, in each case, (i) to the extent that such representations . Parent and warranties refer specifically to an earlier date, in which case such representations and warranties Merger Sub shall have been true duly performed and correct as of such earlier date or (ii) for circumstances under which the breach of the representation or warranty could not reasonably be expected to materially impair or delay the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements and consummate the transactions contemplated hereby and thereby. (b) Buyer shall have performed or complied in all material respects with all obligations agreements and covenants conditions required by this Agreement to be performed or complied with at or by it prior to or on the Closing Effective Date. Since the date hereof, there shall not have occurred any Material Adverse Effect (including any Material Adverse Effect due to pending or threatened litigation) on Parent or Merger Sub. Parent and Merger Sub shall each have delivered to the Shareholders a certificate, dated the Effective Date and signed by their respective duly authorized officers, to the foregoing effect. (b) Parent and Merger Sub shall have obtained and shall have delivered to the Shareholders copies of all material governmental and non-governmental authorizations, consents, filings and approvals required to be obtained by Parent and/or Merger Sub in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (c) On or prior All corporate proceedings of Parent and Merger Sub in connection with this Agreement and the transactions contemplated hereby, and all documents and instruments incident thereto, shall be reasonably satisfactory in form and substance to the Closing DateShareholders, the Company and the Shareholders shall have received from Parent and Merger Sub all such documents and instruments, or copies thereof, certified if requested, as may be reasonably requested. (d) Parent and Merger Sub shall have executed and delivered the following:Employment Agreements. (e) Parent and Merger Sub shall have executed and delivered to Shareholders and Company the Registration Rights Agreement. (f) Parent and Merger Sub shall have delivered to Shareholders and Company the Stock Consideration and the Cash Consideration in immediately available funds. (g) Parent and Merger Sub shall have executed and delivered to Shareholders and Company the Escrow Agreement. (h) Company and Shareholders shall have received from Parent and Merger Sub a certificate, dated the Effective Date and signed by the Secretary of the Parent and Merger Sub, with respect to each of the following items of Parent and Merger Sub, which shall be attached thereto: (i) copies of their Certificate of Incorporation, and all amendments thereof to date, certified as of a recent date by the Secretary of the State of Delaware; (ii) copies of their By-laws, and all amendments thereof to date; (iii) specimen signatures of their incumbent officers; and (iv) certificates of good standing (or local law equivalent) of a recent date, certified by the Secretary of State of their states of incorporation. (i) a certificate dated Parent and Merger Sub shall have delivered to Shareholders and Company true and correct copies of their respective corporate resolutions authorizing the Closing Date signed on behalf execution, delivery and performance of Buyer by an officer of Buyer this Agreement, the Merger and all other matters in connection thereto. (j) Parent shall provide loans to the effect that holders of Incentive Shares on terms and conditions substantially similar to Parent's employee loans currently outstanding, for the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (ii) a copy purpose of paying any taxes associated with the receipt of the Joinder, executed by Buyer; (iii) a copy of the Buyer SPA, executed by Buyer; (iv) a copy of the Board Observer Agreement, executed by Buyer; (v) a copy of the Proxy Agreement, executed by the Buyer; (vi) a copy of a guarantee signed by the Buyer guaranteeing the obligations of the Company under the ProteoSys Agreement as amended, executed by the Buyer, in form and substance acceptable to ProteoSys; and (vii) all agreements and other documents required to be executed and delivered to the Shareholders pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Shareholders the Closing pursuant to Section 2.3(a))Incentive Shares.

Conditions to Obligations of the Company and the Shareholders. The obligation of the Company and the Shareholders to consummate effect the transactions contemplated by this Agreement hereby is subject to the satisfaction (satisfaction, on or waiver in writing by prior to the Company and Shareholders in their sole discretion) Closing Date, of the following further conditionsconditions unless waived in writing, in whole or in part, by the Company: (a) Each of the representations and warranties of Buyer set forth in this Agreement that is qualified by materiality shall be true and correct at and as of the Closing Date and each such representation and warranty that is not so qualified shall be true and correct in all material respects at both as of the date of this Agreement and as of the Closing Date, except, in each case, Date as though made on and as of such time (i) to the extent that other than such representations and warranties refer specifically to an earlier that are made as of another date, in which case such representations and warranties shall have been be so true and correct as of such earlier date date). The Company shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect provided, however, that this condition shall be deemed to have been satisfied unless the individual or (ii) for circumstances under which the breach aggregate impact of the representation or warranty could not reasonably be expected to all inaccuracies of such representations and warranties materially impair or delay adversely affects the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements and timely consummate the transactions contemplated hereby and therebyhereby. (b) Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be have been performed or complied with by it under this Agreement and the other Transaction Documents at or prior to the Closing Date. (c) On or prior to the Closing Date, and the Company and the Shareholders shall have received the following: (i) a certificate dated the Closing Date signed on behalf of Buyer by an executive officer of Buyer to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;such effect. (iic) a copy of The Shareholders Agent shall have received the Joinder, Escrow Agreement duly executed by Buyer;. (iiid) a copy of All other documents, instruments, certificates or other items (including, without limitation, the Buyer SPA, executed by Buyer; (iv) a copy of the Board Observer Agreement, executed by Buyer; (v) a copy of the Proxy Agreement, executed by the Buyer; (vi) a copy of a guarantee signed by the Buyer guaranteeing the obligations of the Company under the ProteoSys Agreement as amended, executed by the Buyer, in form and substance acceptable to ProteoSys; and (vii) all agreements and other documents required payments to be executed and delivered to the Shareholders pursuant to this Agreement made at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Shareholders the Closing pursuant to Section 2.3(a))1.6) required to be delivered at the Closing by or at the direction of Buyer pursuant to this Agreement shall have been delivered.

Conditions to Obligations of the Company and the Shareholders. The obligation obligations of the Company and the Shareholders to consummate the transactions contemplated by this Agreement is Transactions shall be subject to the satisfaction (fulfillment or waiver in writing by the Company and Shareholders in their sole discretion) Shareholders’ waiver, at or prior to the Closing, of each of the following further conditions: (a) Each of Other than the representations and warranties in Sections 6.1, 6.2 and 6.5, the representations and warranties of Buyer set forth contained in this Agreement that is qualified by materiality shall be true and correct at and as of the Closing Date and each such representation and warranty that is not so qualified Article 6 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects at (in the case of any representation or warranty not qualified by materiality) on and as of the date hereof and on and as of the Closing Date, except, in each case, Date with the same effect as though made at and as of such date (i) to the extent that such except those representations and warranties refer specifically to an earlier that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in which case such all respects). The representations and warranties of Buyer contained in Sections 6.1, 6.2, and 6.5 shall have been be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such earlier date or (ii) for circumstances under except those representations and warranties that address matters only as of a specified date, the accuracy of which the breach shall be determined as of the representation or warranty could not reasonably be expected to materially impair or delay the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements and consummate the transactions contemplated hereby and thereby.that specified date in all respects); (b) Buyer shall have duly performed or and complied in all material respects with all obligations agreements, covenants and covenants conditions required by this Agreement and the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (c) Buyer shall have delivered to Shareholders cash in an amount equal to the cash component of the Closing Purchase Price by wire transfer of immediately available funds, to an account or accounts designated at or least two (2) Business Days prior to the Closing Date. (c) On or prior Date by Shareholders in a written notice to the Closing Date, the Company and the Shareholders shall have received the following: (i) a certificate dated the Closing Date signed on behalf of Buyer by an officer of Buyer to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied; (ii) a copy of the Joinder, executed by Buyer; (iiid) a copy of the Buyer SPA, shall have delivered to Shareholders duly issued and properly executed by Buyer; (iv) a copy of the Board Observer Agreement, executed by Buyer; (v) a copy of the Proxy Agreement, executed by the Buyer; (vi) a copy of a guarantee signed by the Buyer guaranteeing the obligations of the Company under the ProteoSys Agreement as amended, executed by the Buyershare certificates, in form and substance reasonably acceptable to ProteoSysthe Shareholders, evidencing the Preferred Stock component of the Purchase Price, less the Holdback Stock (which such Holdback Stock shall be titled in the name of Maxxx, but held by the Buyer solely in accordance with the Indemnity Holdback Pledge Agreement); (e) Buyer shall have delivered to third parties by wire transfer of immediately available funds that amount of money due and owing from a Group Company to third parties that are mutually designated by the parties to be Transaction Expenses to be paid on the Closing Date out of Closing Purchase Price proceeds; (f) Buyer shall have delivered to the PPP Lender the PPP Escrow amount in the manner contemplated by Section 2.5(c); (g) Buyer shall have delivered to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from a Group Company to third parties that are mutually designated by the parties to be Indebtedness to be paid on the Closing Date out of Closing Purchase Price proceeds; (h) Buyer shall have delivered to each holder of an LTI Unit the LTI Holder Closing Consideration Payment(s) as set forth in Section 2.5(e); (i) Buyer shall have delivered to each Promised Individual the Promised Individual Closing Consideration Payments as set forth in Section 2.5(f); and (viij) all agreements and other documents required to be executed and Buyer shall have delivered to each of the Shareholders pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Shareholders the Closing pursuant to Section 2.3(a))closing deliverables set forth in Sections 2.4.

Conditions to Obligations of the Company and the Shareholders. The obligation of the Company and the Shareholders to consummate the transactions contemplated by under this Agreement is are subject to the satisfaction (fulfillment, on or waiver in writing by before the Company and Shareholders in their sole discretion) Closing Date, of the following further conditions: (a) Each of the a. All representations and warranties of Buyer set forth GRG contained herein and in this Agreement that is qualified by materiality any certificate or other instrument delivered pursuant to the provisions hereof, or in connection with the transactions contemplated hereby, shall be true and correct at and as of on the Closing Date with the same force and each such representation and warranty that is not so qualified shall be true and correct in all material respects at and effect as of the Closing Date, except, in each case, (i) to the extent that though such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have had been true and correct as of such earlier date or (ii) for circumstances under which made on the breach of the representation or warranty could not reasonably be expected to materially impair or delay the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements and consummate the transactions contemplated hereby and therebyClosing Date. (b) Buyer b. GRG shall have performed or and complied in all material respects with all obligations of the terms, covenants and covenants required by conditions of this Agreement to be performed or complied with at by it on or prior to before the Closing Date. (c) On c. GRG shall have delivered to the Shareholders a certificate of its President or prior to a Vice President and its Secretary or an Assistant Secretary, dated as of the Closing Date, the Company and certifying in such detail as the Shareholders shall have received may reasonably request to the following:fulfillment of the conditions specified in this Paragraph 9. 104 (i) a certificate dated d. The Shares of GRG's Common Stock, $.0005 par value, which are to be issued to the Shareholders on the Closing Date signed in accordance with the terms hereof shall have been listed or authorized for listing on behalf the Exhibit "B". e. The Board of Buyer by an officer Directors of Buyer GRG shall have taken all necessary action to authorize the execution and performance of this Agreement, including the delivery of shares of Common Stock of GRG to the effect that the conditions set forth Shareholders in Sections 7.3(a) and 7.3(b) have been satisfied; (ii) a copy of the Joinder, executed by Buyer; (iii) a copy of the Buyer SPA, executed by Buyer; (iv) a copy of the Board Observer accordance with this Agreement, executed by Buyer; (v) a copy of the Proxy Agreement, executed by the Buyer; (vi) a copy of a guarantee signed by the Buyer guaranteeing the obligations of the Company under the ProteoSys Agreement as amended, executed by the Buyer, in form and substance acceptable to ProteoSys; and (vii) all agreements and other documents required to be executed and GRG shall have delivered to the Shareholders pursuant true and complete copies certified by its Secretary or Assistant Secretary, of Resolutions of its Board of Directors evidencing such action. f. GRG shall represent to the Shareholders that: i. GRG is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with an authorized capitalization as set forth in subparagraph (b) of Paragraph 7 of this Agreement, with full corporate power and authority to enter into and perform its obligations under this Agreement, to own and hold its properties owned and leased and to carry on the business in which it is engaged. ii. The Execution, delivery and performance of this Agreement at by GRG have been duly and validly authorized and approved (as required by law and by the terms of this Agreement) by GRG's Board of Directors and this Agreement has been duly executed and delivered by GRG and constitutes the valid and binding obligation of GRG in accordance with its terms, except as limited by bankruptcy, insolvency, and other laws affecting the enforcement of creditors' rights. iii. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not result in any breach or prior violation of any of the terms or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of GRG or, to the Closing (including all certificatesknowledge of such counsel, documents and instruments required any statue, law, order, rule or regulation of any court of governmental agency or body having jurisdiction over GRG or any of its activities or properties or, to the knowledge of such counsel, any term or provision of any indenture, mortgage, security agreement, or other agreement, instrument, commitment or arrangement, to which GRG is a party or by which it is bound or to which its property is subject. iv. The shares of GRG to be delivered to the Shareholders on the Closing Date pursuant to Section 2.3(a))Paragraph 2 hereof, have been duly authorized and upon such delivery will be validly issued, fully paid, nonassessable and listed or authorized for listing on the Exhibit "B". 105 g. No action or proceeding by any governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit the carrying out of the transactions contemplated by this Agreement. h. All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned in this Paragraph 9 or incident to any such transaction shall be satisfactory in form and substance to the Shareholders and their counsel. The conditions contained in this Paragraph 9 are included herein for the benefit of the Shareholders and, without constituting a waiver of any of its rights hereunder, may be waived, in whole or in part, by the Shareholders.

Conditions to Obligations of the Company and the Shareholders. The obligation of the Company and the Shareholders to consummate the transactions contemplated by under this Agreement is are subject to the satisfaction (fulfillment, on or waiver in writing by before the Company and Shareholders in their sole discretion) Closing Date, of the following further conditions: (a) Each of the a. All representations and warranties of Buyer set forth `CLYC' contained herein and in this Agreement that is qualified by materiality any certificate or other instrument delivered pursuant to the provisions hereof, or in connection with the transactions contemplated hereby, shall be true and correct at and as of on the Closing Date with the same force and each such representation and warranty that is not so qualified shall be true and correct in all material respects at and effect as of the Closing Date, except, in each case, (i) to the extent that though such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have had been true and correct as of such earlier date or (ii) for circumstances under which made on the breach of the representation or warranty could not reasonably be expected to materially impair or delay the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements and consummate the transactions contemplated hereby and therebyClosing Date. (b) Buyer b. `CLYC' shall have performed or and complied in all material respects with all obligations of the terms, covenants and covenants required by conditions of this Agreement to be performed or complied with at by it on or prior to before the Closing Date. (c) On c. `CLYC' shall have delivered to the Shareholders a certificate of its President or prior to a Vice President and its Secretary or an Assistant Secretary, dated as of the Closing Date, the Company and certifying in such detail as the Shareholders shall have received may reasonably request to the following:fulfillment of the conditions specified in this Paragraph 9. d. The Shares of CLYC's Common Stock, $0.01 par value, which are to be issued to the Shareholders within thirty (i30) a certificate dated days from the Closing Date signed in accordance with the terms hereof shall have been listed or authorized for listing on behalf the Exhibit "B". e. The Board of Buyer by an officer Directors of Buyer `CLYC' shall have taken all necessary action to authorize the execution and performance of this Agreement, including the delivery of shares of Common Stock of `CLYC' to the effect that the conditions set forth Shareholders in Sections 7.3(a) and 7.3(b) have been satisfied; (ii) a copy of the Joinder, executed by Buyer; (iii) a copy of the Buyer SPA, executed by Buyer; (iv) a copy of the Board Observer accordance with this Agreement, executed by Buyer; (v) a copy of the Proxy Agreement, executed by the Buyer; (vi) a copy of a guarantee signed by the Buyer guaranteeing the obligations of the Company under the ProteoSys Agreement as amended, executed by the Buyer, in form and substance acceptable to ProteoSys; and (vii) all agreements and other documents required to be executed and `CLYC' shall have delivered to the Shareholders pursuant to this Agreement at true and complete copies certified by its Secretary or prior to the Closing (including all certificatesAssistant Secretary, documents and instruments required to be delivered to the Shareholders the Closing pursuant to Section 2.3(a))of Resolutions of its Board of Directors evidencing such action.