Common use of Targets Conditions Precedent Clause in Contracts

Targets Conditions Precedent. The obligation of the Target to complete the transactions contemplated by this Agreement will be subject to the satisfaction of or waiver of, at or before the Closing, the following conditions precedent: (a) the representations and warranties of the Purchaser set forth in this Agreement being true, correct and complete in all respects as of the Closing and with the same effect as if made at and as of Closing; (b) the Purchaser having performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it hereunder; (c) the Target having reviewed and approved all materials in the possession and control of the Purchaser which are germane to the decision of the Target to proceed with the Transaction; (d) this Agreement and the Transaction Documents, all in form and substance satisfactory to the Target, having been executed and delivered to the Target; (e) the Target being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Purchaser and the Purchaser Business are consistent, in all material respects, with the representations and warranties of the Purchaser set forth in this Agreement; (f) the Target having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Target and its advisors being satisfied with the results of such due diligence; (g) no Material Adverse Effect having occurred with respect to the Purchaser Business or the Purchaser Shares; (h) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Target’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the transactions contemplated herein, having been obtained to the Target’s satisfaction or in accordance with the relevant Contracts or Applicable Laws; (i) the Purchaser having Liabilities of no more than $100,000 (excluding Liabilities incurred by the Purchaser in connection with this Transaction); (j) the Purchaser having no more than 35,000,000 Purchaser Shares issued and outstanding (not including any derivative or convertible Purchaser Securities or any Purchaser Shares underlying such convertible Purchaser Securities); (k) the Target Board and the Target Vendors approving the entry into of this Agreement and the Closing; (l) the holders of the Purchaser Shares approving the Transaction, if applicable; (m) the Target having received from the Purchaser: (i) certified copies of resolutions of the Purchaser Board authorizing the entry of this Agreement and the Closing, including the issuance of the Consideration Shares, and (ii) a certificate executed by an officer of the Purchaser certifying that: (A) the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing,

Targets Conditions Precedent. The obligation of the 9.1 Target, Target to complete the transactions contemplated by this Agreement will be subject to the satisfaction of or waiver of, at or before the Closing, the following conditions precedent:Vendors and Principal Vendor’s Conditions Precedent (a) the representations and warranties of the Purchaser set forth in this Agreement being true, correct and complete in all respects as of the Closing and with the same effect as if made at and as of Closing; (b) the Purchaser having performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it hereunder; (c) the Target having reviewed and approved all materials in the possession and control of the Purchaser which are germane to the decision of the Target to proceed with the Transaction; (d) this Agreement and the Transaction Documents, all in form and substance satisfactory to the Target, having been executed and delivered to the Target and the Principal Vendor; (d) The Purchaser, Zimtu and each member of the Zimtu Group who owns any First Milestone Restricted Shares or Second Milestone Restricted Shares shall have entered into the Restricted Stock Agreement in form and substance satisfactory to the Target;. (e) the Target being satisfied that its due diligencePurchaser having, analysis as at Closing, net cash and other customary examinations that it has performed regarding cash equivalents of at least $400,000 (such amount subject to be reduced by any amounts advanced under the financial position Bridge Loan in excess of $100,000) and only liabilities which have been incurred in the Purchaser and the Purchaser Business are consistent, in all material respects, ordinary course of business consistent with the representations and warranties of the Purchaser set forth in this Agreementpast practices; (f) the Target having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Target and its advisors being satisfied with the results of such due diligence; (g) no Material Adverse Effect having occurred with respect to the Purchaser Business or the Purchaser Shares; (hg) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Target’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the transactions contemplated herein, having been obtained to the Target’s satisfaction or in accordance with the relevant Contracts or Applicable Laws; (h) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Transaction, and no action or Proceeding having been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (i) there shall be no legal proceedings or regulatory actions or proceedings against Purchaser at the Purchaser having Liabilities Closing Date which may, if determined against the interest of no more than $100,000 (excluding Liabilities incurred by the Purchaser in connection with this Transaction)Purchaser, have a Material Adverse Effect on Purchaser; (j) the Purchaser having no more than 35,000,000 Purchaser Shares issued and outstanding (not including any derivative or convertible Purchaser Securities or any Purchaser Shares underlying such convertible Purchaser Securities); (k) the Target Board and the Target Vendors approving the entry into of this Agreement and the Closing; (k) the Target and the Principal Vendor having reviewed, and being satisfied with, the tax and securities implications of the Transaction; (l) the holders Target having received from the Purchaser any legal opinions from counsel and certificates from officers with respect to such matters as counsel of the Purchaser Shares approving the TransactionTarget may require, if applicableacting reasonably; (m) Purchaser will be in good standing under the laws of British Columbia and shall provide the Target with a certificate of good standing reflecting the same; (n) Purchaser shall have issued no further Purchaser Securities and shall have paid no dividends or made any other distributions whatsoever to holders of Purchaser Shares, except where rights to acquire Purchaser Shares were previously outstanding or except as may be approved by Target; (o) Purchaser shall not have incurred any Liabilities other than those reasonably incurred in connection with the transactions contemplated in this Agreement and shall have spent its cash on hand at the date of this Agreement exclusively in the ordinary course of business and for the purpose of completing the Transaction; (p) the Listing Conditional Approval having been obtained; (q) the Target and the Principal Vendor having received from the Purchaser: (i) certified copies of resolutions of the Purchaser Board authorizing the entry of this Agreement and the Closing, including the issuance of the Consideration Shares, andSecurities, (ii) a letter from the CSE conditionally approving the Transaction subject to customary conditions; (iii) a certificate executed by an officer of the Purchaser certifying that: (A) the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing,, (B) the Purchaser has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Purchaser for completion of the transactions contemplated herein have been satisfied or waived, and (iv) duly executed resignations and releases in a form satisfactory to the Target from (i) each employee of the Purchaser; and (ii) each director and officer of the Purchaser who will no longer be serving in such capacities or capacities following Closing. (r) Each Target Vendor having received from the Purchaser a certificate representing the Consideration Shares to which such Target Vendor is entitled. (s) The Special Warrant Trustee having received from the Purchaser certificates representing the Special Warrants to be held in trust for the Target Shareholders and Target Noteholders, as applicable, by the Special Warrant Trustee.

Targets Conditions Precedent. 7.1 SafeCoat’s Conditions Precedent The obligation of the Target SafeCoat to complete the transactions contemplated by this Agreement Transaction will be subject to the satisfaction of or waiver of, at or before the Closing, the following conditions precedent: (a) the representations and warranties of the Purchaser ASEP set forth in this Agreement being true, correct and complete in all respects as of the Closing and with the same effect as if made at and as of Closing; (b) the Purchaser ASEP having performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it hereunder; (c) the Target having reviewed and approved all materials no inquiry or investigation (whether formal or informal) in the possession and control relation to ASEP or its directors or officers, shall have been commenced or threatened by any officer or official of the Purchaser which are germane to Exchange or any securities commission, or similar regulatory body having jurisdiction such that the decision outcome of such inquiry or investigation could have a Material Adverse Effect on ASEP; (d) an exemption from the prospectus requirements of Applicable Securities Laws being available for the issuance of the Target to proceed with Earn-In Shares, as applicable; (e) ASEP Board and the holders of ASEP Shares, if applicable, having approved the entry into, and the Closing, of this Agreement and the Transaction; (d) this Agreement and the Transaction Documents, all in form and substance satisfactory to the Target, having been executed and delivered to the Target; (e) the Target being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Purchaser and the Purchaser Business are consistent, in all material respects, with the representations and warranties of the Purchaser set forth in this Agreement; (f) the Target SafeCoat and SafeCoat Shareholders having been given reasonable opportunity taken all proper steps, actions and corporate proceedings to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to approve the Transaction, including passing any resolutions required to ensure that Earn-In Shares will be issued to ASEP free and the Target and its advisors being satisfied with the results clear of such due diligenceany Encumbrances, adverse claim, right or interest; (g) no Material Adverse Effect having occurred with respect Proceedings pending or threatened to enjoin, restrict or prohibit the Purchaser Business or the Purchaser SharesTransaction; (h) all consentsSafeCoat having obtained any necessary consents from any third party, renunciationsas applicable, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Target’s reasonable opinion, must be obtained prior to the Closing in order to give effect to consummate the transactions contemplated herein, having been obtained to the Target’s satisfaction or in accordance with the relevant Contracts or Applicable Laws;Transaction; and (i) the Purchaser having Liabilities of no more than $100,000 (excluding Liabilities incurred by the Purchaser in connection with this Transaction); (j) the Purchaser having no more than 35,000,000 Purchaser Shares issued and outstanding (not including any derivative or convertible Purchaser Securities or any Purchaser Shares underlying such convertible Purchaser Securities); (k) the Target Board and the Target Vendors approving the entry into of this Agreement and the Closing; (l) the holders of the Purchaser Shares approving the Transaction, if applicable; (m) the Target having received from the Purchaser: (i) certified copies of resolutions of the Purchaser Board authorizing the entry of this Agreement and the Closing, including the issuance of the Consideration Shares, and (ii) a certificate executed by an officer of the Purchaser certifying that: (A) the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing,License Term Sheet.

Targets Conditions Precedent. The obligation of the Target to complete the transactions contemplated by this Agreement Transaction will be subject to the satisfaction of or waiver of, at or before the Closing, the following conditions precedent: (a) the representations and warranties of the Purchaser set forth in this Agreement being true, correct and complete in all material respects as of the Closing and with the same effect as if made at and as of Closing, except for the representation as to the number of the Purchaser Shares issued and outstanding as set forth in Section 6.2(a); (b) the Purchaser having performed and complied in all material respects with all of the obligations, covenants and agreements to be performed and complied with by it hereunder; (c) the Target having reviewed been given reasonable opportunity to perform the searches and approved all materials other due diligence reasonable or customary in the possession and control a transaction of the Purchaser which are germane a similar nature to the decision of Transaction, and the Target to proceed and its advisors being satisfied with the Transactionresults of such due diligence; (d) this Agreement and the Transaction Documents, all in form and substance satisfactory to the Target, having been executed and delivered to the Target; (e) the Target being satisfied satisfied, acting reasonably, that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Purchaser and the Purchaser Business are consistent, in all material respects, with the representations and warranties of the Purchaser set forth in this Agreement; (e) the Consideration Shares issuable as set forth in Section 2.1 being issued, as fully paid and non-assessable Purchaser Shares, free and clear of any and all Encumbrances, Liens, charges and demands of whatsoever nature under Applicable Laws, except those imposed pursuant to this Agreement, to the Target Securityholders on a pro rata basis as set out in Schedule A, and in accordance with Applicable Securities Laws; (f) the Replacement Options being issued in exchange for those outstanding Target having been given reasonable opportunity to perform Options on Closing as further set forth in Schedule A attached hereto and any underlying Purchaser Shares issued upon the searches and other due diligence reasonable or customary in a transaction exercise of a similar nature any Target Options prior to the Transaction, and Closing being subject to the Target and its advisors being satisfied voluntary escrow put forth in accordance with the results of such due diligenceSection 2.6; (g) there being no Material Adverse Effect having occurred with respect debts or amounts owing to the Purchaser Business by any of its officers, former officers, directors, former directors, shareholders, employees or former employees or any family member thereof, or any person with whom the Purchaser Sharesdoes not deal at arm’s length, except for any amounts advanced to such person for expenses incurred on behalf of the Purchaser in the ordinary course or as otherwise disclosed in writing to the Target; (h) all consents, renunciations, authorizations no inquiry or approvals of each applicable Governmental Body and any other Person which, investigation (whether formal or informal) in the Target’s reasonable opinion, must be obtained prior relation to the Closing in order to give effect to Purchaser or its directors or officers, shall have been commenced or threatened by any officer or official of the transactions contemplated hereinExchange or any securities commission, or similar regulatory body having been obtained to jurisdiction, such that the Target’s satisfaction outcome of such inquiry or in accordance with investigation could have a Material Adverse Effect on the relevant Contracts or Applicable LawsPurchaser; (i) the Purchaser having Liabilities of no more than $100,000 (excluding Liabilities incurred by the Purchaser in connection with this Transaction); (j) the Purchaser having no more than 35,000,000 Purchaser Shares issued and outstanding (not including any derivative or convertible Purchaser Securities or any Purchaser Shares underlying such convertible Purchaser Securities); (k) the Target Board and the Target Vendors approving the entry into of this Agreement and the Closing; (l) the holders of the Purchaser Shares approving the Transaction, if applicable; (m) the Target having received from the Purchaser: (i) certified copies of resolutions of the Purchaser Board and the holders of the Purchaser Shares, if applicable, authorizing the entry of into this Agreement and the ClosingClosing of the Transaction, including the issuance of the Consideration Shares, and, (ii) a certificate executed by an officer of the Purchaser certifying that: (A) the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing,; (B) the Purchaser has performed and complied in all material respects with all of its material obligations, covenants and agreements required hereunder; and (C) all conditions precedent of the Purchaser for completion of the transactions contemplated herein have been satisfied or waived; (j) the Purchaser Board and the holders of the Purchaser Shares, if applicable, having approved the entry into this Agreement and the Closing of the Transaction, including the issuance of the Consideration Shares and the Replacement Options; (k) the Target, the Target Shareholders and the Target Noteholders having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Target Shares will be transferred to the Purchaser free and clear of any Encumbrances, adverse claim, right or interest; (l) no Proceedings pending or threatened to enjoin, restrict or prohibit the Transaction; (m) no Material Adverse Effect having occurred in connection with the Purchaser Business or the Purchaser; (n) the Target having obtained any necessary consents from any third party, as applicable, in order to consummate the Transaction; (o) immediately before the Closing, the Purchaser shall have no more than 8,304,445 Purchaser Shares issued and outstanding and 7,957,222 Purchaser Warrants outstanding, exclusive of any Consideration Securities issuable to the former Target Securityholders pursuant to this Agreement, which Purchaser Warrants will have the terms set out in Section 6.2(d) except for the additional up to (i) 1,160,000 Purchaser Warrants which will have an exercise price of not less than $0.40; and (ii) 347,222 Purchaser Warrants which will have an exercise price of not less than $1.00; (p) immediately before the Closing, the Purchaser shall have a minimum of $857,500 in cash, less a reasonable amount of fees incurred by the Purchaser directly associated with the Transaction and the Listing, including but not limited to professional fees, transfer agent fees, securities commission filing fees, and Exchange filing fees, and will not have any outstanding material Liabilities; (q) the Purchaser and the Target shall have agreed, acting reasonably, upon a budget for operational expenditures and capital expenditures for the Target Technology and the Resulting Issuer for the period from Closing until the date that is 12 months from Listing; and (r) the delivery of, and the Target and its legal counsel having had a reasonable opportunity to review, a legal opinion from counsel of the Purchaser with respect to: (i) the incorporation and subsistence of the Purchaser; (ii) the Purchaser having the requisite corporate power and capacity to carry on its business and to own, lease and operate its properties and assets; (iii) the authorized and issued capital of the Purchaser; (iv) the corporate power and capacity of the Purchaser to execute, deliver and perform its obligations under this Agreement; (v) this Agreement having been duly authorized, executed and delivered by the Purchaser and constituting a valid and legally binding obligation of the Purchaser enforceable against it in accordance with its terms; (vi) the Consideration Shares having been duly and validly created and issued, and the Target’s legal counsel being satisfied with the content of the legal opinion, and (vii) the Replacement Options having been duly and validly issued and the Purchaser Shares issuable on the due exercise of the Replacement Options have been reserved. .

Targets Conditions Precedent. 7.1 SafeCoat’s Conditions Precedent The obligation of the Target SafeCoat to complete the transactions contemplated by this Agreement Transaction will be subject to the satisfaction of or waiver of, at or before the Closing, the following conditions precedent: (a) the representations and warranties of the Purchaser ASEP set forth in this Agreement being true, correct and complete in all respects as of the Closing and with the same effect as if made at and as of Closing; (b) the Purchaser AXXX having performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it hereunder; (c) the Target having reviewed and approved all materials no inquiry or investigation (whether formal or informal) in the possession and control relation to ASEP or its directors or officers, shall have been commenced or threatened by any officer or official of the Purchaser which are germane to Exchange or any securities commission, or similar regulatory body having jurisdiction such that the decision outcome of such inquiry or investigation could have a Material Adverse Effect on ASEP; (d) an exemption from the prospectus requirements of Applicable Securities Laws being available for the issuance of the Target to proceed with Earn-In Shares, as applicable; (e) ASEP Board and the holders of ASEP Shares, if applicable, having approved the entry into, and the Closing, of this Agreement and the Transaction; (d) this Agreement and the Transaction Documents, all in form and substance satisfactory to the Target, having been executed and delivered to the Target; (e) the Target being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Purchaser and the Purchaser Business are consistent, in all material respects, with the representations and warranties of the Purchaser set forth in this Agreement; (f) the Target SafeCoat and SafeCoat Shareholders having been given reasonable opportunity taken all proper steps, actions and corporate proceedings to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to approve the Transaction, including passing any resolutions required to ensure that Earn-In Shares will be issued to ASEP free and the Target and its advisors being satisfied with the results clear of such due diligenceany Encumbrances, adverse claim, right or interest; (g) no Material Adverse Effect having occurred with respect Proceedings pending or threatened to enjoin, restrict or prohibit the Purchaser Business or the Purchaser SharesTransaction; (h) all consentsSafeCoat having obtained any necessary consents from any third party, renunciationsas applicable, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Target’s reasonable opinion, must be obtained prior to the Closing in order to give effect to consummate the transactions contemplated herein, having been obtained to the Target’s satisfaction or in accordance with the relevant Contracts or Applicable Laws;Transaction; and (i) the Purchaser having Liabilities of no more than $100,000 (excluding Liabilities incurred by the Purchaser in connection with this Transaction); (j) the Purchaser having no more than 35,000,000 Purchaser Shares issued and outstanding (not including any derivative or convertible Purchaser Securities or any Purchaser Shares underlying such convertible Purchaser Securities); (k) the Target Board and the Target Vendors approving the entry into of this Agreement and the Closing; (l) the holders of the Purchaser Shares approving the Transaction, if applicable; (m) the Target having received from the Purchaser: (i) certified copies of resolutions of the Purchaser Board authorizing the entry of this Agreement and the Closing, including the issuance of the Consideration Shares, and (ii) a certificate executed by an officer of the Purchaser certifying that: (A) the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing,License Term Sheet.

Targets Conditions Precedent. The obligation of the Target to complete the transactions contemplated by this Agreement will be subject to the satisfaction of or waiver of, at or before the Closing, the following conditions precedent: (a) the representations and warranties of the Purchaser set forth in this Agreement being true, correct and complete in all material respects as of the Closing and with the same effect as if made at and as of Closing; (b) the Purchaser having performed and complied with all of the material obligations, covenants and agreements to be performed and complied with by it hereunder; (c) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Target Transaction, and no action or Proceeding having reviewed and approved all materials in the possession and control of the Purchaser which are germane been instituted or be pending before any court or administrative tribunal to the decision of the Target to proceed with restrain or prohibit the Transaction; (d) this Agreement the Consideration Shares being issued as fully paid and the Transaction Documentsnon‐assessable Purchaser Shares, free and clear of any and all in form Encumbrances, Liens, charges and substance satisfactory demands of whatsoever nature under Applicable Laws, except those imposed pursuant to the Target, having been executed and delivered to the Target; (e) the Target being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Purchaser and the Purchaser Business are consistent, in all material respects, with the representations and warranties of the Purchaser set forth in this Agreement; (f) the Target having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Target and its advisors being satisfied with the results of such due diligence; (g) no Material Adverse Effect having occurred with respect to the Purchaser Business or the Purchaser Shares; (h) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Target’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the transactions contemplated herein, having been obtained to the Target’s satisfaction or in accordance with the relevant Contracts or Applicable Laws; (i) the Purchaser having Liabilities of no more than $100,000 (excluding Liabilities incurred by the Purchaser in connection with this Transaction); (j) the Purchaser having no more than 35,000,000 Purchaser Shares issued and outstanding (not including any derivative or convertible Purchaser Securities or any Purchaser Shares underlying such convertible Purchaser Securities); (k) the Target Board and the Target Vendors approving the entry into of this Agreement and the Closing; (l) the holders of the Purchaser Shares approving the Transaction, if applicable; (me) the Target having received from the Purchaser: (i) certified copies of resolutions of the Purchaser Board and the holders of the Purchaser Shares, if applicable, authorizing the entry of this Agreement into, and the Closing, of this Agreement including the issuance of the Consideration Shares, andShares and the adjustment to the Target Warrants pursuant to Section 2.6, (ii) a certificate executed by an officer of the Purchaser certifying that: (A) the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Purchaser has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Purchaser for completion of the transactions contemplated herein have been satisfied or waived, (f) concurrent with Closing, the Purchaser will enter into an employment agreement or consulting agreement with [Redacted – Individual Name] for annual compensation of $120,000 per annum (the “Service Agreement”); and (g) no Proceedings pending or threatened to enjoin, restrict or prohibit the Transaction.

Targets Conditions Precedent. The obligation of the Target to complete the transactions contemplated by this Agreement will be subject to the satisfaction of or waiver of, at or before the Closing, the following conditions precedent: (a) the representations and warranties of the Purchaser set forth in this Agreement being true, correct and complete in all respects as of the Closing and with the same effect as if made at and as of Closing; (b) the Purchaser having performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it hereunder;; CW15174242.2 (c) the Target having reviewed Consideration Shares being issued as fully paid and approved non-assessable Purchaser Shares, free and clear of any and all materials in the possession Encumbrances, Liens, charges and control demands of the Purchaser which are germane whatsoever nature under Applicable Laws, except those imposed pursuant to the decision of the Target to proceed with the Transaction; (d) this Agreement and the Transaction Documents, all in form and substance satisfactory to the Target, having been executed and delivered to the Target; (e) the Target being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Purchaser and the Purchaser Business are consistent, in all material respects, with the representations and warranties of the Purchaser set forth in this Agreement; (f) the Target having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Target and its advisors being satisfied with the results of such due diligence; (g) no Material Adverse Effect having occurred with respect to the Purchaser Business or the Purchaser Shares; (h) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Target’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the transactions contemplated herein, having been obtained to the Target’s satisfaction or in accordance with the relevant Contracts or Applicable Laws; (i) the Purchaser having Liabilities of no more than $100,000 (excluding Liabilities incurred by the Purchaser in connection with this Transaction); (j) the Purchaser having no more than 35,000,000 Purchaser Shares issued and outstanding (not including any derivative or convertible Purchaser Securities or any Purchaser Shares underlying such convertible Purchaser Securities); (k) the Target Board and the Target Vendors approving the entry into of this Agreement and the Closing; (l) the holders of the Purchaser Shares approving the Transaction, if applicable; (md) the Target having received from the Purchaser: (i) certified copies of resolutions of the Purchaser Board and the holders of the Purchaser Shares, if applicable, authorizing the entry of this Agreement into, and the Closing, of this Agreement including the issuance of the Consideration Shares, and, (ii) a certificate executed by an officer of the Purchaser certifying that: (A) the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing,, (B) the Purchaser has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Purchaser for completion of the transactions contemplated herein have been satisfied or waived, and (e) no Proceedings pending or threatened to enjoin, restrict or prohibit the Transaction; and (f) the Target and the Target Vendor having reviewed, and being satisfied with, the tax and securities implications of the Transaction.

Targets Conditions Precedent. 7.1 Target’s Conditions Precedent The obligation of the Target to complete the transactions contemplated by this Agreement will be subject to the satisfaction of or waiver of, at or before the Closing, the following conditions precedent: (a) the representations and warranties of the Purchaser set forth in this Agreement being true, correct and complete in all respects as of the Closing and with the same effect as if made at and as of Closing; (b) the Purchaser having performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it hereunder; (c) the Target having reviewed Consideration Shares being issued as fully paid and approved non-assessable Purchaser Shares, free and clear of any and all materials in the possession Encumbrances, Liens, charges and control demands of the Purchaser which are germane whatsoever nature under Applicable Laws, except those imposed pursuant to the decision of the Target to proceed with the Transaction; (d) this Agreement and the Transaction Documents, all in form and substance satisfactory to the Target, having been executed and delivered to the Target; (e) the Target being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Purchaser and the Purchaser Business are consistent, in all material respects, with the representations and warranties of the Purchaser set forth in this Agreement; (f) the Target having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Target and its advisors being satisfied with the results of such due diligence; (g) no Material Adverse Effect having occurred with respect to the Purchaser Business or the Purchaser Shares; (h) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Target’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the transactions contemplated herein, having been obtained to the Target’s satisfaction or in accordance with the relevant Contracts or Applicable Laws; (i) the Purchaser having Liabilities of no more than $100,000 (excluding Liabilities incurred by the Purchaser in connection with this Transaction); (j) the Purchaser having no more than 35,000,000 Purchaser Shares issued and outstanding (not including any derivative or convertible Purchaser Securities or any Purchaser Shares underlying such convertible Purchaser Securities); (k) the Target Board and the Target Vendors approving the entry into of this Agreement and the Closing; (l) the holders of the Purchaser Shares approving the Transaction, if applicable; (md) the Target having received from the Purchaser: (i) certified copies of resolutions of the Purchaser Board and the holders of the Purchaser Shares, if applicable, authorizing the entry of this Agreement into, and the Closing, of this Agreement including the issuance of the Consideration Shares, and, (ii) a certificate executed by an officer of the Purchaser certifying that: (A) the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing,, (B) the Purchaser has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Purchaser for completion of the transactions contemplated herein have been satisfied or waived, and (e) no Proceedings pending or threatened to enjoin, restrict or prohibit the Transaction; and (f) the Target and the Target Shareholders having reviewed, and being satisfied with, the tax and securities implications of the Transaction. 7.2 Waiver/Survival The conditions set forth in this Article 7 are for the exclusive benefit of the Target and may be waived in whole or in part, on or before the Closing, by written notice from the Target, and the Closing will be deemed to mean a waiver of all conditions of the Target to Closing. Notwithstanding any such waiver, completion of the transactions contemplated by this Agreement by the Target will not prejudice or affect in any way the rights of the Target in respect of the warranties and representations of the Purchaser set forth in this Agreement, and the representations and warranties of the Purchaser in this Agreement will survive the Closing for the applicable period set out in Section 4.9.

Targets Conditions Precedent. The obligation of the Target to complete the transactions contemplated by this Agreement Transaction will be subject to the satisfaction of or waiver of, at or before the Closing, the following conditions precedent: (a) the Target having obtained any necessary consents from any third party, as applicable, in order to consummate the Transaction; (b) no Proceedings pending or threatened to enjoin, restrict or prohibit the Transaction; (c) the Target and its solicitors having had a reasonable opportunity to perform due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Target and its solicitors being satisfied with the results of such due diligence; (d) the Target Board and the holders of the Target Securities, if applicable, having approved the entry into, and the Closing, of this Agreement and the Transaction, and all other necessary corporate action having been taken by the Target to permit the consummation of the Transaction and all other matters contemplated in this Agreement; (e) the Purchaser Board having approved the entry into, and the Closing, of this Agreement and the Transaction, including the issuance of the Consideration Shares; (f) the representations and warranties of the Purchaser set forth in this Agreement being true, correct and complete in all respects as of the Closing and with the same effect as if made at and as of Closing, except for the representation as to the number of the Purchaser Shares issued and outstanding as set forth in Section 4.2(a); (bg) the Target being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Purchaser and its business are consistent, in all material respects, with the representations and warranties of the Purchaser set forth in this Agreement; (h) this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Target and the Vendors, having been executed and delivered to the Target and the Vendors; (i) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Target’s and each Vendor’s reasonable opinion, must be obtained prior to the Closing in order to give effect to: (i) the issuance of the Consideration Shares and the Transaction; (ii) all other transactions related to the foregoing, if applicable, having been obtained to the Target’s and each Vendor’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (j) the Purchaser having performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it hereunder; (ck) the Target having reviewed and approved all materials in the possession and control of the Purchaser which are germane to the decision of the Target to proceed with the Transaction; (d) this Agreement and the Transaction Documents, all in form and substance satisfactory to the Target, having been executed and delivered to the Target; (e) the Target being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Purchaser and the Purchaser Business are consistent, in all material respects, with the representations and warranties of the Purchaser Consideration Shares issuable as set forth in Section 2.1 being issued, as fully paid and non-assessable Purchaser Shares, free and clear of any and all Encumbrances, Liens, charges and demands of whatsoever nature under Applicable Laws, except those imposed pursuant to this Agreement; (f) the Target having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature , to the TransactionVendors pro rata as set out in Schedule A, and the Target and its advisors being satisfied with the results of such due diligence; (g) no Material Adverse Effect having occurred with respect under to the Purchaser Business or the Purchaser Shares; (h) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Target’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the transactions contemplated herein, having been obtained to the Target’s satisfaction or in accordance with the relevant Contracts or Applicable Securities Laws; (i) the Purchaser having Liabilities of no more than $100,000 (excluding Liabilities incurred by the Purchaser in connection with this Transaction); (j) the Purchaser having no more than 35,000,000 Purchaser Shares issued and outstanding (not including any derivative or convertible Purchaser Securities or any Purchaser Shares underlying such convertible Purchaser Securities); (k) the Target Board and the Target Vendors approving the entry into of this Agreement and the Closing; (l) no inquiry or investigation (whether formal or informal) in relation to the holders Purchaser or its directors or officers, shall have been commenced or threatened by any officer or official of the Purchaser Shares approving Exchange or any securities commission, or similar regulatory body having jurisdiction such that the Transaction, if applicableoutcome of such inquiry or investigation could have a Material Adverse Effect on the Purchaser; (m) the Target having received from the Purchaser: (i) certified copies of resolutions of the Purchaser Board and the holders of the Purchaser Shares, if applicable, authorizing the entry of this Agreement into, and the Closing, of this Agreement including the issuance of the Consideration Shares, and, (ii) a certificate executed by an officer of the Purchaser certifying that: (A) the representations and warranties of the Purchaser set forth in this Agreement are true and correct in all material respects as at the Closing,, (B) the Purchaser has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Purchaser for completion of the transactions contemplated herein have been satisfied or waived; (n) no Material Adverse Effect having occurred in connection with the Purchaser Business or the Purchaser; (o) the Purchaser having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Consideration Shares will be transferred to the Vendors free and clear of any Encumbrances, adverse claim, right or interest; and (p) the Target and the Vendors having reviewed, and being satisfied with, the tax and securities implications of the Transaction.