Covenants Regarding the Conduct of Business. 5.1Covenants of the Company 5.2Covenants of the Purchaser
Covenants Regarding the Conduct of Business. 35 6.1 Covenants of the Company 35 6.2 Covenants of the Parent 36 ARTICLE 7 ADDITIONAL COVENANTS 37 7.1 Covenants with Respect to Exchangeable Share Structure 37 7.2 Mutual Covenants 7.3 Board and Management 7.4 Payment of Dividends Prior to Effective Time 40 7.5 Indemnification by Shareholders 40 ARTICLE 8 TERMINATION 41 8.1 Termination 41 8.2 Void upon Termination ARTICLE 9 CONDITIONS PRECEDENT 42 WSLegal\073132\00009\12677454v12 -i- TABLE OF CONTENTS (continued) Page 9.1 Mutual Conditions Precedent 42 9.2 Additional Conditions Precedent to the Obligations of the Company 9.3 Additional Conditions Precedent to the Obligations of the Exchangeco, Callco and the Parent 43 ARTICLE 10 GENERAL 44 10.1 Independent Legal Advice 44 10.2 Notices 44 10.3 Expenses 45 10.4 No Assignment 10.5 Benefit of Agreement 10.6 Time of Essence 10.7 Public Announcements 10.8 Governing Law; Attornment; Service of Process; Waiver of Jury Trial 10.9 Entire Agreement 10.10 Third Party Beneficiaries 10.11 Amendment 10.12 Waiver and Modifications 10.13 Severability 47 10.14 Further Assurances 10.15 Counterparts WSLegal\073132\00009\12677454v12 -ii- EXCHANGE AGREEMENT THIS AGREEMENT is made as of February 2, 2016 AMONG BIOTRICITY INC. (formerly known as Metasolutions, Inc.), a corporation incorporated under the laws of the State of Nevada (the "Parent") - and -
Covenants Regarding the Conduct of Business. 64 4.1 Covenants of the Company 64 4.2 Covenants of the Parent 70 ARTICLE 5 ADDITIONAL COVENANTS 71 5.1 Pre-Acquisition Reorganizations 71 5.2 Access to Information 73 5.3 Covenants of the Company Regarding the Arrangement 74 5.4 Covenants of the Purchaser and the Parent Regarding the Arrangement 76 5.5 Additional Covenants with Respect to Exchangeable Share Structure 77 5.6 Additional Covenants with Respect to Financing 78 5.7 Mutual Covenants 80 5.8 Employment Agreements; Options; Convertible Debentures 81 5.9 Indemnification and Insurance 81
Covenants Regarding the Conduct of Business. 67 Section 6.1 Operations of the Company 67 Section 6.2 Operations of Parent 71 Section 6.3 Notification of Changes 73 Section 6.4 Company Acquisition Proposals 73 ARTICLE 7 ADDITIONAL COVENANTS 77 Section 7.1 Access to Information 77 Section 7.2 Consents and Approvals 77 Section 7.3 Transaction Litigation 79 Section 7.4 Employee Matters 80 TABLE OF CONTENTS (Cont’d) Page Section 7.5 Indemnification and Insurance 81 Section 7.6 Rule 16b-3 Actions 82
Covenants Regarding the Conduct of Business. 4.1 Covenants of DPRX 59 4.2 Covenants of PLx 62 ARTICLE V ADDITIONAL COVENANTS 5.1 Access to Information 65 5.2 Consents and Approvals 65 5.3 Covenants of DPRX Regarding the Transaction 67 5.4 Covenants of PLx Regarding the Transaction 67 5.5 [Reserved] 67 5.6 Indemnification and Insurance 68 5.7 Rule 16b-3 Actions 69 5.8 Stock Exchange Listing 69 5.9 Takeover Statutes 69 5.10 Board of Directors and Officers 70 5.11 Lock-Up Agreements 70
Covenants Regarding the Conduct of Business
