Common use of Investor’s Conditions to Closing Clause in Contracts

Investor’s Conditions to Closing. The obligation of the Investors to complete the purchase of the Securities at the applicable Closing is subject to the Company delivering Securities as set forth in Section 1.2 and to fulfillment of the following conditions: (a) the Company shall deliver to the Investors an opinion of counsel, dated the Closing Date and reasonably satisfactory to counsel for the Investors, with respect to the matters set forth on Exhibit 2; (b) the representation and warranties of the Company set forth in this Agreement 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 the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by an authorized officer of the Company to such effect; (c) the Company shall deliver to Investors a certified copy of its Articles of Incorporation and by-laws and a Certificate of Good Standing from the Secretary of State of the State of Nevada; (d) the Company shall pay the Investors’ expenses to the extent set forth in Section 8.9 hereof; (e) Hartford Equity Inc., the current directors, officers, and 5% beneficial owners of the Company shall have delivered lock-up letters, in customary form, effective from the Closing Date until 60 days after the effective date of the Initial Registration Statement; (f) the Company shall deliver to the Investors evidence of the termination of the Securities Purchase Agreement among the Company and Seaside 88, LP, dated as of March 7, 2014, in form and substance reasonably satisfactory to counsel for the Investors; (g) the Company shall have received no less than the Minimum Proceeds; and (h) the Company shall have executed and delivered all other documents reasonably requested by counsel for the Investors.

Investor’s Conditions to Closing. The obligation of the Investors to complete the purchase of the Securities at the applicable Closing is subject to the Company delivering Securities as set forth in Section 1.2 and to fulfillment of the following conditions: (a) the Company shall execute and deliver to the Investors an Investor Rights Agreement, dated the First Closing Date, in the form attached as Exhibit 2 with respect to the Purchased Shares and the Underlying Securities (the “Investor Rights Agreement”, and with the Registration Waivers, the Agreement and the Warrants, the “Transaction Documents); (b) the Company shall deliver to the Investors an opinion of counsel, dated the applicable Closing Date and reasonably satisfactory to counsel for the Investors, with respect to the matters set forth on Exhibit 23; (bc) the representation and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of the applicable Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the applicable Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by an authorized officer of the Company to such effect; (cd) the Company shall deliver to Investors a certified copy of its Articles Certificate of Incorporation and by-laws and a Certificate of Good Standing from the Secretary of State of the State of NevadaDelaware; (de) the Company shall pay the Investors’ expenses to the extent set forth in Section 8.9 6.9 hereof; (e) Hartford Equity Inc., the current directors, officers, and 5% beneficial owners of the Company shall have delivered lock-up letters, in customary form, effective from the Closing Date until 60 days after the effective date of the Initial Registration Statement; (f) the Company shall deliver to the Investors evidence of the termination of the Securities Purchase Agreement among have received Registration Waivers from each Person (other than as disclosed on the Company and Seaside 88, LP, dated as Disclosure Letter) having any registration or similar rights in respect of March 7, 2014, in form and substance reasonably satisfactory to counsel for the Investors; (g) the any Company shall have received no less than the Minimum Proceedssecurities; and (hg) the Company shall have executed and delivered all other documents reasonably requested by counsel for the Investors.

Investor’s Conditions to Closing. The obligation obligations of the Investors each Investor to complete the purchase of the Securities at the applicable Closing is exchange its Existing Notes for New Convertible Notes shall be subject to the Company delivering Securities as set forth in Section 1.2 and satisfaction on or prior to fulfillment the Closing Date of each of the following conditions:conditions (any or all of which may be waived by each Investor in writing, in whole or in part, to the extent permitted by applicable Law): (a) Milbank LLP, counsel for the Company Company, shall deliver have furnished to the Investors an opinion of counselits written opinion, dated the Closing Date addressed to the Investors, in form and substance reasonably satisfactory to counsel for the Investors, with respect to the matters set forth on Exhibit 2;. (b) Pursuant to Section 2.01, the representation Company shall have authorized, issued and delivered $35.0 million in aggregate principal amount of the New Convertible Notes to the Investors. (c) The Investors shall have received cash in an amount equal to the accrued and unpaid interests on the Existing Notes from the most recent interest payment date thereunder to the Issue Date and the Company shall have paid all amounts owned under Section 2.04(iv) invoiced on or prior to the Closing Date. (d) The representations and warranties of the Company set forth contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement when made and as of the Closing Date Date. (e) The Company shall have delivered to each Investor a certificate of its Secretary, dated as though made on of Closing Date, certifying as to the resolutions for the corporate proceedings relating to the authorization, execution and delivery of the New Convertible Notes and certifying the Company’s Organization Documents. (f) The Company shall have delivered, or caused to be delivered, to the Investors at the Closing the Company Deliverables. (g) The Company shall have delivered to each Investor an Officer’s certificate, dated as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date, and certifying that the Investors shall conditions specified in this Section 4.01 have received a certificate signed on behalf of the Company by an authorized officer of the Company to such effect; (c) the Company shall deliver to Investors a certified copy of its Articles of Incorporation and by-laws and a Certificate of Good Standing from the Secretary of State of the State of Nevada; (d) the Company shall pay the Investors’ expenses to the extent set forth in Section 8.9 hereof; (e) Hartford Equity Inc., the current directors, officers, and 5% beneficial owners of the Company shall have delivered lock-up letters, in customary form, effective from the Closing Date until 60 days after the effective date of the Initial Registration Statement; (f) the Company shall deliver to the Investors evidence of the termination of the Securities Purchase Agreement among the Company and Seaside 88, LP, dated as of March 7, 2014, in form and substance reasonably satisfactory to counsel for the Investors; (g) the Company shall have received no less than the Minimum Proceeds; andbeen fulfilled. (h) The exchange of the Company New Convertible Notes for Existing Notes shall not be prohibited or enjoined by any court of competent jurisdiction. (i) The exchange of $90.0 million in aggregate principal amount of Existing Notes for a like principal amount of Guaranteed Notes contemplated by the Exchange Agreement (Guaranteed Notes) shall have executed and delivered all other documents reasonably requested by counsel for been consummated or shall be consummated simultaneously with the InvestorsClosing.

Investor’s Conditions to Closing. The obligation of the Investors to complete the purchase of the Securities at the applicable Closing is subject to the Company delivering Securities as set forth in Section 1.2 and to fulfillment of the following conditions: (a) the Company shall have executed and delivered to the Investors an Investor Rights Agreement, dated the Initial Closing Date, in the form attached as Exhibit 2 with respect to the Purchased Shares and the Underlying Shares (the "Investor Rights Agreement", and with the Agreement and the Warrants, the "Transaction Documents"); (b) the Company shall deliver to the applicable Investors an opinion of counsel, dated the applicable Closing Date and reasonably satisfactory to counsel for the Investors, with respect to the matters set forth on Exhibit 23; (bc) the representation representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of the such Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the applicable Closing Date, and the applicable Investors shall have received a certificate signed on behalf of the Company by an authorized officer of the Company to such effect; (cd) the Company shall deliver have delivered to the applicable Investors a certified copy of its Articles Certificate of Incorporation and by-laws and a Certificate of Good Standing from the Secretary of State of the State of Nevada; (d) the Company shall pay the Investors’ expenses to the extent set forth in Section 8.9 hereof; (e) Hartford Equity Inc., the current directors, officers, and 5% beneficial owners of the Company shall have delivered lock-up letters, in customary form, effective from the Closing Date until 60 days after the effective date of the Initial Registration Statement; (f) the Company shall deliver to the Investors evidence of the termination of the Securities Purchase Agreement among the Company and Seaside 88, LP, dated as of March 7, 2014, in form and substance reasonably satisfactory to counsel for the Investors; (g) the Company shall have received no less than the Minimum ProceedsDelaware; and (he) the Company shall have executed and delivered all other documents reasonably requested by counsel for the Investors.

Investor’s Conditions to Closing. The obligation of the Investors Investor to complete consummate the purchase of Bridge Purchase and close in the Securities at the applicable Closing is manner provided hereunder shall be subject to the Company delivering Securities as set forth in Section 1.2 and to fulfillment satisfaction (or waiver by the Investor) of each of the following conditions:conditions (unless stated otherwise): (a) the Company shall deliver to the Investors an opinion of counsel, dated the Closing Date and reasonably satisfactory to counsel for the Investors, with respect to the matters set forth on Exhibit 2; (b) the representation representations and warranties of the Company set forth contained in this Agreement Section 3.01 that are qualified as to materiality shall 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 force and effect as though made on and as of each such date, except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and correct as of such specified date, and the representations and warranties that are not so qualified shall be true and correct in all material respects on and as of the date of this Agreement hereof, and on and as of the Closing Date Date, with the same force and effect as though made on and as of the Closing Date (each such date, except to the extent such representations and warranties speak that any representation or warranty is made as of an earlier a specified date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier specified date), and the Company shall have performed or complied with, in all material respects all respects, its covenants and other obligations required to be performed by it or complied with under this Agreement at or prior (and the Company shall have delivered to the Investor a certificate signed by an authorized executive to the effect that each of the conditions specified in this subsection (a) is satisfied in all respects); provided that, the Surviving Company Representation set forth in Section 3.01(i) shall survive and remain true and correct in all respects for a period of twelve (12) months following the Closing Date; (b) no provision of any applicable law or regulation and no judgment, and injunction, order, decree or other legal restraint shall prohibit or threaten to prohibit the Investors shall have received a certificate signed on behalf consummation of the Company by an authorized officer of the Company to such effectBridge Purchase; (c) the Company shall deliver to Investors a certified copy of its Articles of Incorporation have received the Fairness Opinion and by-laws and a Certificate of Good Standing from the Secretary of State of the State of Nevada;such Fairness Opinion shall not have been revoked or modified in any adverse manner; and (d) the Company shall pay the Investors’ expenses conditions precedent to the extent Merger Closing set forth in Section 8.9 hereof; (e) Hartford Equity Inc., the current directors, officers, and 5% beneficial owners of the Company Merger Agreement shall have delivered lock-up letters, in customary form, effective from been satisfied as of the Closing Date until 60 days after and the effective date of Closing shall be effectuated immediately prior to, or simultaneously with, the Initial Registration Statement; (f) the Company shall deliver to the Investors evidence of the termination of the Securities Purchase Agreement among the Company and Seaside 88, LP, dated as of March 7, 2014, in form and substance reasonably satisfactory to counsel for the Investors; (g) the Company shall have received no less than the Minimum Proceeds; and (h) the Company shall have executed and delivered all other documents reasonably requested by counsel for the InvestorsMerger Closing.

Investor’s Conditions to Closing. The obligation of the Investors Investor to complete purchase the purchase of the Securities Debenture at the applicable Closing is subject to the Company delivering Securities as set forth in Section 1.2 and fulfillment to fulfillment the Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived in writing by the Investor: (a) (A)(i) If the Company shall deliver Merger has not been consummated prior to the Investors an opinion of counsel, dated the Closing Date and reasonably satisfactory to counsel for the Investorscondition in Section 7.1(f) shall have been waived by the Investor, with respect to the matters set forth on Exhibit 2; (b) the representation representations and warranties of made by the Company set forth in this Agreement Article IV and by the Parent in Article V hereof shall be true and correct in all material respects as of the date of this Agreement and as of on the Closing Date as though made on and as of (ii) if the Merger has been consummated prior to the Closing Date (except to Date, the extent such representations and warranties speak made by the Parent in Article V shall apply to the Company (as of an earlier date, in which case such representations successor to the Parent by the Merger) as if made by the Company and warranties shall be true and correct in all material respects as of such earlier date)on the Closing Date, and (B) each of the Company and the Parent shall have performed in all material respects all covenants obligations and other obligations conditions herein required to be performed or observed by it under this Agreement at on or prior to the Closing Date, and the Investors shall have received a certificate signed on behalf ; (b) Each of the Company by an authorized officer and the Parent shall have delivered to the Investor all of the Company to such effectclosing deliveries specified in Section 3.3(a) hereof; (c) No final non-appealable judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the Company shall deliver to Investors a certified copy of its Articles of Incorporation and by-laws and a Certificate of Good Standing from the Secretary of State consummation of the State of Nevadatransactions contemplated hereby or in the Other Transaction Documents; (d) Each of the Company and the Parent shall pay have delivered a certificate, executed on its behalf by its Chief Executive Officer or its Chief Financial Officer, dated as of the Investors’ expenses Closing Date, certifying to the extent set forth fulfillment of the conditions specified in subsections (a), (b) and (c) of this Section 8.9 hereof7.1; (e) Hartford Equity Inc., The Investor shall have received the current directors, officersraw toxicity study data relating to Parent’s catalytic antioxidant compounds, and 5% beneficial owners of the Company analysis and conclusions reached by the Investor regarding such toxicity study data shall have delivered lock-up lettersbe satisfactory to the Investor, in customary form, effective from the Closing Date until 60 days after the effective date of the Initial Registration Statementits sole discretion; (f) The Merger shall have been consummated in accordance with the Company shall deliver to the Investors evidence terms and conditions of the termination Agreement and Plan of the Securities Purchase Agreement among the Company and Seaside 88, LPMerger, dated as of March 7even date herewith, 2014, in form by and substance reasonably satisfactory to counsel for between Parent and Company (the Investors“Agreement and Plan of Merger”); (g) In satisfaction of the Company notice requirements under Parent’s certificate of incorporation, the Parent shall have received no less than provided the Minimum Proceeds; andholders of its Series B Preferred Stock and Series C Preferred Stock with written notice of the Merger in a form acceptable to by the Investor and the Parent; (h) The Parent’s Series C Preferred Stock, including all accrued dividends, shall have been converted into shares of Company Common Stock at a conversion price of $6.490 per share in connection with the Merger; (i) The Investor shall have completed all of its business, legal and accounting due diligence with respect to the Company and the Parent (which shall have executed include, without limitation, meetings with ALS advocacy groups regarding the Parent and delivered all other documents reasonably requested by counsel for its catalytic antioxidant compounds) and shall, in its sole judgment, be satisfied with the Investors.results thereof;

Investor’s Conditions to Closing. The obligation obligations of the Investors each Investor to complete the purchase of the Securities at the applicable Closing is exchange its Existing Notes for Guaranteed Notes shall be subject to the Company delivering Securities as set forth in Section 1.2 and satisfaction on or prior to fulfillment the Closing Date of each of the following conditions:conditions (any or all of which may be waived by each Investor in writing, in whole or in part, to the extent permitted by applicable Law): (a) Milbank LLP, counsel for the Company Company, shall deliver have furnished to the Investors an opinion of counselits written opinion, dated the Closing Date addressed to the Investors, in form and substance reasonably satisfactory to counsel for the Investors, with respect to the matters set forth on Exhibit 2;. (b) Pursuant to Section 2.01, the representation Company shall have authorized, issued and delivered $90.0 million in aggregate principal amount of the Guaranteed Notes to the Investors. (c) The Investors shall have received cash in an amount equal to the accrued and unpaid interests on the Existing Notes from the most recent interest payment date thereunder to the Issue Date and the Company shall have paid all amounts owed under Section 2.04(iii) invoiced on or prior to the Closing Date. (d) The representations and warranties of the Company set forth contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement when made and as of the Closing Date Date. (e) The Company shall have delivered to each Investor a certificate of its Secretary, dated as though made on of Closing Date, certifying as to the resolutions for the corporate proceedings relating to the authorization, execution and delivery of the Guaranteed Notes and certifying the Company’s Organization Documents. (f) The Company shall have delivered, or caused to be delivered, to the Investors at the Closing the Company Deliverables. (g) The Company shall have delivered to each Investor an Officer’s certificate, dated as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date, and certifying that the Investors shall conditions specified in this Section 4.01 have received a certificate signed on behalf of the Company by an authorized officer of the Company to such effect; (c) the Company shall deliver to Investors a certified copy of its Articles of Incorporation and by-laws and a Certificate of Good Standing from the Secretary of State of the State of Nevada; (d) the Company shall pay the Investors’ expenses to the extent set forth in Section 8.9 hereof; (e) Hartford Equity Inc., the current directors, officers, and 5% beneficial owners of the Company shall have delivered lock-up letters, in customary form, effective from the Closing Date until 60 days after the effective date of the Initial Registration Statement; (f) the Company shall deliver to the Investors evidence of the termination of the Securities Purchase Agreement among the Company and Seaside 88, LP, dated as of March 7, 2014, in form and substance reasonably satisfactory to counsel for the Investors; (g) the Company shall have received no less than the Minimum Proceeds; andbeen fulfilled. (h) The exchange of the Company Guaranteed Notes for Existing Notes shall not be prohibited or enjoined by any court of competent jurisdiction. (i) The exchange of $35.0 million in aggregate principal amount of Existing Notes for a like principal amount of New Convertible Notes contemplated by the Exchange Agreement (New Convertible Notes) shall have executed and delivered all other documents reasonably requested by counsel for been consummated or shall be consummated simultaneously with the InvestorsClosing.