Common use of In Favour of the Issuer Clause in Contracts

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the Patriot Securityholders and Patriot shall have materially complied with all of their respective covenants and agreements contained in this Agreement and the Issuer shall have received a Certificate of Patriot on its own behalf and, to its knowledge, on behalf of the Patriot Securityholders certifying such dated the Closing Date; (b) the representations and warranties of the Patriot Securityholders and Patriot contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the Patriot Securityholders and Patriot as of the Time of Closing, and the Issuer shall have received a Certificate of Patriot on its own behalf and to its knowledge on behalf of the Patriot Securityholders certifying such dated the Closing Date; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of Patriot, during the time between the Effective Date and the Time of Closing, has occurred; (d) there being no legal proceeding or regulatory actions or proceedings against Patriot at the Time of Closing which may, if determined against the interest of Patriot, cause a Material Adverse Change to Patriot; (e) Patriot shall have obtained the specific consent of McMaster University required pursuant to sections 15.1(g), 15.1(h) of the McMaster Agreement (the “McMaster Consent”); and (f) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 9.2) will be completed and satisfactory in form and substance to the Issuer’s counsel, acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s 's obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the Patriot Securityholders DCU Shareholders and Patriot DCU shall have tendered all closing deliveries set forth in Section 8.2, respectively, including delivery of their DCU Shares, duly endorsed in blank for transfer or accompanied by duly executed share transfer document (Form T) or other evidence of authorizing transfer of the DCU Shares to the Issuer acceptable to the Issuer, acting reasonably; (b) DCU shall confirm that DCU has in place a valid and effective DDTl O exemption certificate issued by the International Tax Unit at the Office of the Inland Revenue, and that such exemption will remain in full force and effect until the Time of Closing; (c) the DCU Shareholders and DCU shall have materially complied with all of their respective covenants and agreements contained in this Agreement and the Issuer shall have received a Certificate of Patriot on its own behalf and, to its knowledge, on behalf of the Patriot Securityholders certifying such dated the Closing DateAgreement; (bd) the representations and warranties of DCU set forth in this Agreement shall have been true and correct as of the date hereof and shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality qualifier) or in all material respects (in the case of any representation or warranty without any materiality qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of a senior officer of DCU to this effect shall have been delivered to the Issuer; (e) the representations and warranties of the Patriot Securityholders and Patriot contained DCU Shareholders set forth in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as if such representations and warranties had been made by each of the Patriot Securityholders and Patriot as of the Time of Closing, Closing and the Issuer shall have received a Certificate of Patriot on its own behalf and to its knowledge on behalf delivery by each DCU Shareholders of the Patriot Securityholders certifying documents described in Section 8.2 required to be delivered by such dated the Closing DateDCU Shareholders shall constitute a reaffirmation and confirmation by such Security holders of such representations and warranties; (cf) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PatriotDCU, during the time between the Effective Date and the Time of Closing, has occurred; (dg) there being no legal proceeding or regulatory actions or proceedings against Patriot DCU at the Time of Closing which may, if determined against the interest of PatriotDCU, cause a Material Adverse Change to PatriotDCU; (eh) Patriot shall satisfactory completion by the Issuer of its due diligence review of DCU; (i) the Issuer will have obtained received notification from Nasdaq that its obligation to provide advance notice to Nasdaq of certain transactions through the specific consent of McMaster University required pursuant to sections 15.1(g), 15.1(h) listing of the McMaster Agreement Issuer Consideration Shares and Issuer Additional Shares (the “McMaster Consent”)if and as applicable) has been completed; and (fj) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 9.28.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s 's counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the Patriot Isracann Securityholders and Patriot Isracann shall have tendered all closing deliveries set forth in Section 9.2, respectively, including delivery of their Isracann Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers or other evidence of authorizing transfer of the Isracann Shares to the Issuer acceptable to the Issuer, acting reasonably; (b) the Isracann Securityholders and Isracann shall have materially complied with all of their respective covenants and agreements contained in this Agreement and the Issuer shall have received a Certificate of Patriot on its own behalf and, to its knowledge, on behalf of the Patriot Securityholders certifying such dated the Closing DateAgreement; (bc) Isracann shall have commenced Construction and issued the applicable Performance Shares; (d) the representations and warranties of Isracann set forth in this Agreement shall have been true and correct as of the date hereof and shall be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality qualifier) or in all material respects (in the case of any representation or warranty without any materiality qualifier), except as affected by the transactions contemplated by this Agreement, and a certificate of a senior officer of Isracann to this effect shall have been delivered to the Issuer; (e) the representations and warranties of the Patriot Isracann Securityholders and Patriot contained set forth in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as if such representations and warranties had been made by each of the Patriot Securityholders and Patriot as of the Time of Closing, Closing and the Issuer shall have received a Certificate of Patriot on its own behalf and to its knowledge on behalf delivery by each Isracann Securityholders of the Patriot documents described in Section 9.2 required to be delivered by such Isracann Securityholders certifying shall constitute a reaffirmation and confirmation by such dated the Closing DateSecurityholders of such representations and warranties; (cf) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PatriotIsracann, during the time between the Effective Date and the Time of Closing, has occurred; (dg) there being no legal proceeding or regulatory actions or proceedings against Patriot Isracann at the Time of Closing which may, if determined against the interest of PatriotXxxxxxxx, cause a Material Adverse Change to Patriot; (e) Patriot shall have obtained the specific consent of McMaster University required pursuant to sections 15.1(g), 15.1(h) of the McMaster Agreement (the “McMaster Consent”)Isracann; and (fh) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 9.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the Patriot PrivCo Securityholders and Patriot PrivCo shall have materially complied with all of their respective covenants and agreements contained in this Agreement and the Issuer shall have received a Certificate of Patriot on its own behalf and, to its knowledge, on behalf of the Patriot Securityholders certifying such dated the Closing DateAgreement; (b) the representations and warranties of the Patriot PrivCo Securityholders and Patriot PrivCo contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the Patriot PrivCo Securityholders and Patriot PrivCo as of the Time of Closing, and the Issuer shall have received a Certificate of Patriot on its own behalf and to its knowledge on behalf of the Patriot Securityholders certifying such dated the Closing Date; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PatriotPrivCo, during the time between the Effective Date and the Time of Closing, has occurred; (d) there being no legal proceeding or regulatory actions or proceedings against Patriot PrivCo at the Time of Closing which may, if determined against the interest of PatriotPrivCo, cause a Material Adverse Change to Patriot; (e) Patriot shall have obtained the specific consent of McMaster University required pursuant to sections 15.1(g), 15.1(h) of the McMaster Agreement (the “McMaster Consent”)PrivCo; and (fe) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident incidental thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 9.28.2) will be completed and satisfactory in form and substance to the Issuer’s counsel, acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the Patriot Securityholders Cybeats Shareholders and Patriot Cybeats shall have materially complied with all of their respective covenants and agreements contained in this Agreement and the Issuer shall have received a Certificate of Patriot on its own behalf and, to its knowledge, on behalf of the Patriot Securityholders certifying such dated the Closing DateAgreement; (b) the representations and warranties of the Patriot Securityholders Cybeats Shareholders and Patriot Cybeats contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the Patriot Securityholders Cybeats Shareholders and Patriot Cybeats as of the Time of Closing, and the Issuer shall have received a Certificate of Patriot on its own behalf and to its knowledge on behalf of the Patriot Securityholders certifying such dated the Closing Date; (c) the Issuer will have determined in its sole judgment, acting reasonably, that it has completed, and is satisfied with, its due diligence in respect of Cybeats; (d) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PatriotCybeats, during the time between the Effective Date and the Time of Closing, has occurred; (de) Cybeats will have no cash on hand as of the Time of Closing; (f) each of the Cybeats Founders shall have entered into employment agreements on terms and conditions that are mutually agreed to by the parties; (g) there being no legal proceeding or regulatory actions or proceedings against Patriot Cybeats at the Time of Closing which may, if determined against the interest of PatriotCybeats, cause a Material Adverse Change to Patriot; (e) Patriot shall have obtained the specific consent of McMaster University required pursuant to sections 15.1(g), 15.1(h) of the McMaster Agreement (the “McMaster Consent”)Cybeats; and (fh) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 9.28.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.

In Favour of the Issuer. the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided: (a) the Patriot Securityholders UXD Shareholders and Patriot UXD shall have materially complied with all of their respective covenants and agreements contained in this Agreement and the Issuer shall have received a Certificate of Patriot on its own behalf and, to its knowledge, on behalf of the Patriot Securityholders certifying such dated the Closing DateAgreement; (b) the representations and warranties of the Patriot Securityholders UXD Shareholders and Patriot UXD contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the Patriot Securityholders UXD Shareholders and Patriot UXD as of the Time of Closing, and the Issuer shall have received a Certificate of Patriot on its own behalf and to its knowledge on behalf of the Patriot Securityholders certifying such dated the Closing Date; (c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of PatriotUXD, during the time between the Effective Date and the Time of Closing, has occurred; (d) UXD will have minimum cash on hand of $500,000 as of the Time of Closing; (e) there being no legal proceeding or regulatory actions or proceedings against Patriot UXD at the Time of Closing which may, if determined against the interest of PatriotUXD, cause a Material Adverse Change to Patriot; (e) Patriot shall have obtained the specific consent of McMaster University required pursuant to sections 15.1(g), 15.1(h) of the McMaster Agreement (the “McMaster Consent”)UXD; and (f) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 9.28.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.