Common use of Prior to the Closing Clause in Contracts

Prior to the Closing. Each of the designated parties shall have performed the actions described below prior to the Closing: (i) CPI shall have furnished TaxMasters with a list of the names and addresses of all stockholders, the number of shares owned by each and whether said shares are restricted or free-trading, all certified by the CPI transfer agent, Olde Monmouth Stock Transfer Co., Inc. (ii) CPI shall be in good standing in the State of Nevada. (iii) CPI shall be current in its reporting obligations under the Securities Exchange Act of 1934 as amended (the “Exchange Act”) and the CPI Common Stock shall be eligible for quoting on the Over the Counter Bulletin Board (“OTCBB”). (iv) CPI shall have satisfied the due diligence requests of TaxMasters, provided, however, that all costs and expenses of said due diligence (other than current financial statement information) shall be the responsibility of TaxMasters. (v) The current directors of CPI and the holders of a majority of the issued and outstanding shares of common stock of CPI shall have approved the transactions described in this Agreement and contemplated by the Exchange Transaction, including the Name Change, the Reverse Stock Split, the increase in the number of authorized shares of common stock and preferred stock of CPI, the creation of the Control Series of Preferred Stock and the Earnout, in accordance with the requirements of the Nevada Private Corporations Law (“NPCL”). (vi) CPI shall have effected the Name Change and the Reverse Stock Split, received a new CUSIP Number, received the approval of Financial Industry Regulatory Authority (“FINRA”) to the Name Change and the Reverse Stock Split, and, where required, other regulatory approvals, and delivered documentation reasonably acceptable to TaxMasters demonstrating that these events have occurred. (vii) CPI shall have filed the S-8 Withdrawals with the SEC and shall not have received any comment letter from the SEC with respect to such withdrawals, terminated all existing stock option plans or similar plans of any kind of CPI, and terminated all outstanding option agreements between CPI and any person without the issuance of any shares of CPI Common Stock. (viii) CPI shall have filed the Certificate of Designation and the Amended and Restated Articles of Incorporation of CPI (in substantially the form annexed to CPI’s Information Statement on Schedule 14C filed with the SEC on June 16, 2009), with the Nevada Secretary of State and delivered a certified copy thereof to TaxMasters. (ix) CPI shall have eliminated, or made arrangements acceptable to TaxMasters and the TaxMasters Stockholder to eliminate, all liabilities and obligations of any kind shown on the June 2009 Balance Sheet. (x) If the Closing is more than four (4) business days after the date of this Agreement, CPI shall have filed with the SEC a Form 8-K with respect to its execution and delivery of this Agreement.

Prior to the Closing. Each Schering-Plough shall (a) use commercially reasonable efforts to cause the employment of all Employees of Schering-Plough and its Subsidiaries (other than members of the designated parties shall have performed I/SP Group) who primarily or exclusively perform their services for the actions described below I/SP Business to be transferred to one of the members of the I/SP Group, and (b) undertake a consultation process with Sanofi-Aventis, reasonably and in good-faith, at least 45 Business Days prior to the Closing: (i) CPI shall have furnished TaxMasters with a list Closing Date to determine which of the names Shared-Service Employees who are Employees of Schering-Plough and addresses of all stockholders, the number of shares owned by each and whether said shares are restricted or free-trading, all certified by the CPI transfer agent, Olde Monmouth Stock Transfer Co., Inc. (ii) CPI shall be in good standing in the State of Nevada. (iii) CPI shall be current in its reporting obligations under the Securities Exchange Act of 1934 as amended (the “Exchange Act”) and the CPI Common Stock shall be eligible for quoting on the Over the Counter Bulletin Board (“OTCBB”). (iv) CPI shall have satisfied the due diligence requests of TaxMasters, provided, however, that all costs and expenses of said due diligence Subsidiaries (other than current financial statement information) shall be the responsibility of TaxMasters. (v) The current directors of CPI and the holders of a majority members of the issued I/SP Group) and outstanding shares of common stock of CPI shall who do not primarily or exclusively perform their services for the I/SP Business should have approved the transactions described in this Agreement and contemplated by the Exchange Transaction, including the Name Change, the Reverse Stock Split, the increase in the number of authorized shares of common stock and preferred stock of CPI, the creation their employment transferred to one of the Control Series of Preferred Stock and the Earnout, in accordance with the requirements members of the Nevada Private Corporations Law (“NPCL”). (vi) CPI shall have effected the Name Change and the Reverse Stock Split, received a new CUSIP Number, received the approval of Financial Industry Regulatory Authority (“FINRA”) to the Name Change and the Reverse Stock Split, I/SP Group and, where requiredfollowing that consultation process, other regulatory approvals, and delivered documentation reasonably acceptable use commercially reasonable efforts to TaxMasters demonstrating that these events have occurred. (vii) CPI shall have filed cause the S-8 Withdrawals with employment of the SEC and shall not have received any comment letter from the SEC Shared-Service Employees with respect to such withdrawalswhom the Parties are in agreement to be so transferred. Prior to the Closing, terminated (a) the members of the I/SP Group shall use commercially reasonable efforts to cause the employment of all existing stock option plans Employees of the members of the I/SP Group who primarily or similar plans exclusively perform their services for a Non- I/SP Business to be transferred to Schering-Plough or one of any kind its Subsidiaries (other than members of CPIthe I/SP Group), and terminated all outstanding option agreements between CPI (b) Schering-Plough shall undertake a consultation process with Sanofi-Aventis, reasonably and any person without the issuance of any shares of CPI Common Stock. (viii) CPI shall have filed the Certificate of Designation and the Amended and Restated Articles of Incorporation of CPI (in substantially the form annexed good-faith, at least 45 Business Days prior to CPI’s Information Statement on Schedule 14C filed with the SEC on June 16, 2009), with the Nevada Secretary of State and delivered a certified copy thereof to TaxMasters. (ix) CPI shall have eliminated, or made arrangements acceptable to TaxMasters and the TaxMasters Stockholder to eliminate, all liabilities and obligations of any kind shown on the June 2009 Balance Sheet. (x) If the Closing is more Date to determine which of the Shared-Service Employees who are Employees of members of the I/SP Group and who primarily or exclusively perform their services for the I/SP Business should have their employment transferred to Schering-Plough or one of its Subsidiaries (other than four (4members of the I/SP Group) business days after and, following that consultation process, use commercially reasonable efforts to cause the date employment of this Agreement, CPI shall have filed with the SEC a Form 8Shared-K Service Employees with respect to its execution and delivery whom the Parties are in agreement to be so transferred. For the avoidance of this Agreementdoubt, to the extent that employees of the I/SP Entities as of the Closing are subject to restrictive covenants in favor of the Sellers or their Affiliates, Sellers confirm that employment by the Merial Group following the Closing shall not be deemed a breach or violation of such covenants.

Prior to the Closing. Each of the designated parties shall have performed the actions described below prior to the Closingbelow: (i) CPI Consorteum shall have paid CHI via deposit to an account under the supervision of Fox Law Offices, P.A. ("Fox P.A.) the sum of U.S. One Hundred Thousand Dollars (USD $100,000 and hereinafter the "Payment") to be applied towards the payment of some, but not all, of the outstanding obligations and liabilities of CHI, whether actual, accrued, contingent or otherwise, and regardless of the source thereof; PROVIDED, HOWEVER, that Consorteum and the Consorteum Stockholders acknowledge that CHI will have obligations remaining post-Closing in amounts in excess of the Payment. (ii) CHI shall have furnished TaxMasters Consorteum with a certified list of the names and addresses of all stockholders, stockholders and the number of shares owned by each and whether said shares are restricted or free-trading, all certified by the CPI transfer agent, Olde Monmouth Stock Transfer Co., Inc.. (iiiii) CPI CHI shall be in good standing in the State of Nevada. (iiiiv) CPI CHI shall be current in its reporting obligations under the Securities Exchange Act of 1934 as amended (the “"Exchange Act”") and the CPI Common Stock shall be eligible listed for quoting on the Over the Counter Bulletin Board (“"OTCBB”"). (ivv) CPI CHI shall have satisfied the due diligence requests of TaxMastersConsorteum, providedPROVIDED, howeverHOWEVER, that THAT all costs and expenses of said due diligence (other than current financial statement information) shall be the responsibility of TaxMastersConsorteum. (vvi) The current directors of CPI and the holders CHI shall vote in favor of a majority of the issued and outstanding shares of common stock of CPI shall have approved the transactions described in this Agreement and contemplated by the Exchange Transaction, including the Name Change, the Reverse Stock Split, the increase in the number of authorized shares of common stock and preferred stock of CPI, the creation of the Control Series of Preferred Stock and the Earnout, in accordance with the requirements of the Exchange Act and the Nevada Private Corporations Law (“"NPCL”"). (vivii) CPI CHI shall have effected the Name Change and Change, the Reverse Stock Split, received receipt of a new CUSIP Number, received the approval of Financial Industry Regulatory Authority (“"FINRA”") to the Name Change and the Reverse Stock SplitChange, and, where required, other regulatory approvals, and delivered documentation reasonably acceptable to TaxMasters Consorteum demonstrating that these events have occurred. (viiviii) CPI Consorteum shall have filed the S-8 Withdrawals with the SEC and shall not have received any comment letter from the SEC with respect to such withdrawals, terminated all existing stock option plans or similar plans of any kind of CPI, and terminated all outstanding option agreements between CPI and any person without the issuance of any shares of CPI Common Stock. (viii) CPI shall have filed the Certificate of Designation and the Amended and Restated Articles of Incorporation of CPI (in substantially the form annexed to CPI’s Information Statement on Schedule 14C filed with the SEC on June 16, 2009), with the Nevada Secretary of State and delivered a certified copy thereof to TaxMastersof the written certifications and powers of attorney for the transactions described in this Agreement, the forms of which are attached hereto as Exhibit B, duly and properly executed by all of the Consorteum Stockholders. (ix) CPI Consorteum shall have eliminated, or made arrangements acceptable to TaxMasters and the TaxMasters Stockholder to eliminate, all liabilities and obligations of any kind shown on the June 2009 Balance Sheet. (x) If the Closing is more than four (4) business days after the date of this Agreement, CPI shall have filed with the SEC delivered a Form 8-K with respect ready for filing under the Exchange Act containing the information, exhibits and financial statements required to its execution and delivery of describe the transactions in this Agreement.

Prior to the Closing. Each of the designated parties shall have performed the actions described below prior to the Closing: (i) CPI X-CHANGE shall have furnished TaxMasters Surrey with a list of the names and addresses of all stockholders, the number of shares owned by each and whether said shares are restricted or free-trading, all certified by the CPI X-CHANGE transfer agent, Olde Monmouth Signature Stock Transfer Co., Inc.Transfer. (ii) CPI X-CHANGE shall be in good standing in the State of Nevada. (iii) CPI X-CHANGE shall be current in its reporting obligations under the Securities Exchange Act of 1934 as amended (the “"Exchange Act”") and the CPI X-CHANGE Common Stock shall be eligible for quoting on the Over the Counter Bulletin Board Pink Sheets (“OTCBB”"OTCQB"). (iv) CPI X-CHANGE shall have satisfied the due diligence requests of TaxMasters, provided, however, that all costs and expenses of said due diligence (other than current financial statement information) shall be the responsibility of TaxMastersSurrey. (v) The current directors of CPI X-CHANGE and the holders of a majority of the issued and outstanding shares of common stock of CPI X-CHANGE shall have approved the transactions described in this Agreement and contemplated by the Exchange Transaction, including the Name Change, the Reverse Stock Split, Change and the increase in the number of authorized shares of common stock and preferred stock of CPI, the creation of the Control Series of Preferred Stock and the EarnoutX-CHANGE, in accordance with the requirements of the Nevada Private Corporations Law (“"NPCL”"). (vi) CPI X-CHANGE shall have effected the Name Change and the Reverse Stock Split, received a new CUSIP Number, received the approval of Financial Industry Regulatory Authority (“"FINRA”") to the Name Change and the Reverse Stock SplitChange, and, where required, other regulatory approvals, and delivered documentation reasonably acceptable to TaxMasters Surrey demonstrating that these events have occurred. (vii) CPI X-CHANGE shall have filed the S-8 Withdrawals with the SEC and shall not have received any comment letter from the SEC with respect to such withdrawals, terminated all existing stock option plans or similar plans of any kind of CPI, and terminated all outstanding option agreements between CPI and any person without the issuance of any shares of CPI Common Stock. (viii) CPI shall have filed the Certificate of Designation and the Amended and Restated Articles of Incorporation of CPI X-CHANGE (in substantially the form annexed to CPI’s X-CHANGE's Information Statement on Schedule 14C filed with the SEC on June 16February 24, 20092011), with the Nevada Secretary of State and delivered a certified copy thereof to TaxMastersSurrey. (ix) CPI shall have eliminated, or made arrangements acceptable to TaxMasters and the TaxMasters Stockholder to eliminate, all liabilities and obligations of any kind shown on the June 2009 Balance Sheet. (xviii) If the Closing is more than four (4) business days after the date of this Agreement, CPI X-CHANGE shall have filed with the SEC a Form 8-K with respect to its execution and delivery of this Agreement.