Common use of Vendor’s Conditions Clause in Contracts

Vendor’s Conditions. The Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

Vendor’s Conditions. The obligation of Vendor shall not be obligated to complete sell its interest in and to the Transaction unlessAssets is subject to the following conditions precedent, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions which are included inserted herein and made part hereof for the exclusive benefit of the VendorVendor and may be waived in whole or in part by Vendor by written notice to Purchaser at or before Closing: (a) The the representations and warranties of YC Purchaser contained in this Agreement Section 5.4 shall be true and correct on in all material respects as of the Closing Date.Date with the same effect as though made at and as of such date (except where the representation and warranty is already qualified by a threshold or materiality in which case such representation and warranty shall be true and correct in all respects); (b) YC Purchaser shall have tendered or caused to be tendered the amounts payable pursuant to Sections 2.5 and 2.7; (c) Purchaser shall have performed and or complied in all material respects with all of the terms its obligations, covenants and conditions agreements contained in this Agreement and the Payment Undertaking on its part to be performed or complied with on by Purchaser at or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b)prior to Closing, YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions including those set forth in this section have been satisfied. The certificate Section 3.2 (except where the obligation, covenant and agreement is already qualified by a threshold or materiality in which case such obligation, covenant and agreement shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (performed or complied with in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9.all respects); (d) YC at the time Closing occurs, no Claim shall be pending before any Governmental Authority seeking to restrain or prohibit the purchase and sale of the Buyer Assets contemplated hereby or to obtain material damages or other relief in connection with the consummation of the Transaction; (e) the Competition Act Approval shall have delivered been granted on terms satisfactory to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and shall be in form full force and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably.effect; and (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the Purchaser's Liability Management Rating on completion of the Transaction. If any condition in this section has not been fulfilled on , will be greater than or before the Closing Date or if any such condition is or becomes impossible equal to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition[Redaction- Number].

Vendor’s Conditions. (a) The obligation of Vendor shall not be obligated to complete the Transaction unlessand sell and convey the Assets to Purchaser is subject to the following conditions precedent, which are inserted into and made part of this Agreement for the exclusive benefit of Vendor and may be waived by Vendor: (i) the representations and warranties of Purchaser set forth in Clause 5.3: (A) shall be true and correct in all material respects as of the date of this Agreement except where the representation and warranty in question is already qualified by materiality in which case such representation and warranty shall be true and correct; and (B) shall be true and correct in all material respects as of the Closing Date except where the representation and warranty in question is already qualified by materiality in which case such representation and warranty shall be true and correct, or, in each case, shall be true and correct in all material respects as of such other date or dates as specified therein; (ii) all obligations and covenants of Purchaser in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect of the payments, agreements, certificates and other instruments and documents to be made and delivered at the Closing Time by Purchaser pursuant to Clause 4.2) shall have been performed or complied with in all material respects prior to the Closing Time; (iii) at the Closing Time, Purchaser shall have duly made and delivered the payments, agreements, certificates and other instruments and documents required pursuant to Clause 4.2; (iv) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time; and (v) all necessary governmental and other regulatory approvals to the sale of the Assets that are required prior to Closing shall have been obtained without conditions, including the Competition Act Approval. (b) If any of the conditions precedent in Clause 3.2(a) has not been satisfied, complied with or waived by Vendor at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either may terminate this Agreement by written notice to YC, Purchaser prior to the Closing Time and the Deposit along with all interest earned thereon shall be governed in which case accordance with the provisions of sections 2.5(c)(iiiClause 2.4(b). (c) If Vendor terminates this Agreement as provided in Clause 3.2(b) as a consequence of one or more of the conditions precedent set forth in Clause 3.2(a) not having been satisfied or complied with, then Purchaser and Vendor shall be released and discharged from all liabilities and obligations under this Agreement and from the further performance of any duties or obligations under this Agreement, except as provided in Clause 2.4(b), (ivClause 6.6(d) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other conditionand Clause 13.12.

Vendor’s Conditions. The obligation of Vendor to sell its interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by Vendor: (a) the representations and warranties of Purchaser herein contained shall be true in all material respects when made and as of the Closing Time, and a Certificate to that effect shall have been delivered by Purchaser to Vendor at Closing; (b) all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects, and a Certificate to that effect shall have been delivered by Purchaser to Vendor at Closing; (c) Purchaser shall have delivered to Vendor at least one copy of the documents described in subsection 2.3(b); (d) the Competition Act Condition shall have been satisfied; (e) all amounts to be paid by Purchaser to Vendor at Closing shall have been paid to Vendor in the form stipulated in this Agreement; and (f) prior to the Closing Time, any and all preferential, pre-emptive or first purchase rights of Third Parties that become operative by virtue of this Agreement or the transaction to be effected by it shall have been exercised or waived by the holders thereof or all time periods within which such rights may be exercised shall have expired. If any one or more of the foregoing conditions precedent has or have not be obligated to complete the Transaction unlessbeen satisfied, complied with, or waived by Vendor, at or before the Closing Time, each of the conditions listed below Vendor may in this section has been satisfied, addition to any other remedies which it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall may have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equityit, either terminate rescind this Agreement by written notice to YCPurchaser. If Vendor rescinds this Agreement, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) Purchaser and Vendor shall be applicablereleased and discharged from all obligations hereunder except as provided in sections 2.8, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition3.3 and 12.15.

Vendor’s Conditions. 8.1 The Vendor shall not be obligated Agreement is subject to complete the Transaction unless, at or before the Closing Time, each of the following conditions listed below in this section has been satisfied, it being understood that the said conditions precedent which are included inserted for the exclusive sole benefit of the VendorVendor and may be waived by it at its sole option: (a) The representations and warranties the Agreement being approved by the Board of YC in Directors of LANXESS within 15 days from the date of execution of this Agreement shall be true and correct on the Closing Date.Agreement; (b) YC shall have performed the Vendor and complied Purchaser entering into an agreement satisfactory to each party with all TransAlta in respect of relief for the terms and conditions in this Agreement and Vendor’s obligations under its steam supply contract with TransAlta to the Payment Undertaking on its part to be performed or complied with on or before the Closing Dateextent of a minimum of 900,000 MMBTU of steam per year. (c) As evidence the Purchaser satisfying the Vendor that it has entered into an executed, binding EPC Contract for the complete engineering, procurement and construction of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9.Plant; (d) YC the Purchaser having made the payments pursuant to section 11.1 of this Agreement which are due prior to the Closing Date; (e) the Vendor and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content Purchaser entering into an agreement satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement each party with respect to the constating documents provision of YC and services by the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably.Purchaser prior to and after the Closing Date (as set out in Section 11.2); (f) No Order shall have been made the Vendor and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoinsPurchaser, restricts or prohibitsentering into a Remediation and Indemnity Agreement (as defined in section 9.5) satisfactory to each party; (g) the Vendor and the Purchaser entering into a license agreement (as described in section 6.1 (i)) satisfactory to each party; and (h) the Vendor, or which asserts a claim or seeks a remedy the Purchaser and the Escrow Agent entering into an escrow agreement satisfactory to each party, as contemplated by section 10.1. 8.2 In the event that would have the effect of enjoiningVendor has not, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result expiry of the failure Inspection Period, notified the Purchaser in writing that all of the Vendor conditions have been satisfied or waived, the Agreement shall be null and void and the Deposit shall be returned to comply the Purchaser without deduction and with its obligations under this Agreementinterest in accordance with section 1 hereof, then provided, however, that the Vendor shall be entitled, by notice in its sole discretion may, without limiting any rights or remedies available writing to the Vendor Purchaser, to waive any or all of the conditions at law any time and to elect to complete the transaction notwithstanding that any or in equity, either terminate this Agreement by written notice to YC, in which case all of the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other conditionconditions have not been satisfied.

Vendor’s Conditions. (a) The obligation of Vendor shall not be obligated to complete the Transaction unlessand sell and convey the Assets to Purchaser is subject to the following conditions, at or before the Closing Time, each which are inserted into and made part of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included Agreement for the exclusive benefit of the Vendor and may be waived by Vendor: (ai) The the representations and warranties of YC Purchaser set forth in this Agreement Section 5.3: (A) shall be true and correct on in all material respects as of the date of this Agreement; and (B) shall be true and correct in all material respects as of the Closing Date. (b) YC ; and or, in each case, shall have performed be true and complied with correct in all material respects as of the terms such other date or dates as specified therein, and conditions all obligations and covenants of Purchaser in this Agreement and the Payment Undertaking on its part that are to be performed or complied with on prior to or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate Date (other than in respect of YC confirming the matters payments, agreements, certificates and other instruments and documents to be made and delivered at the Closing Date by Purchaser pursuant to Section 4.2) shall have been performed or complied with in sections 7.1 all material respects; (aii) and (b) Purchaser shall have taken all steps as are necessary for Purchaser to be able to, and to be eligible under Applicable Law to, receive and be specifically conveyed the effect that as Assets including, without limiting the generality of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, those registrations and actions referenced in Purchaser’s representations and warranties in Section 5.3(g); (iii) the receipt shareholders of such certificate and Vendor shall have passed the necessary resolutions approving the Transaction either at a special general meeting of the Vendor or by written resolution, at the Vendor’s discretion; and (iv) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled vacated or dismissed. Vendor may waive the conditions set out in Sections 3.2(a)(i) and 3.2(a)(ii) on or before the Closing Long Stop Date by notice in writing to Purchaser, but the remaining conditions set out in Section 3.2(a) cannot be waived by the consent (whether written or if not) of Vendor. (b) If any such condition is or becomes impossible to satisfy, other than as a result of the failure of conditions in Section 3.2(a) has not been satisfied or waived by Vendor before the Long Stop Date, Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either may terminate this Agreement by written notice to YC, Purchaser. (c) If Vendor terminates this Agreement as provided in which case the provisions of sections 2.5(c)(iiiSection 3.2(b), (iv) or (v) Purchaser and Vendor shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in released and discharged from all liabilities and obligations under this Agreement and from the event of non-fulfilment further performance of any other conditionduties or obligations under this Agreement, except as provided in Section 9.12.

Vendor’s Conditions. The obligations of the Vendor shall not be obligated to complete the Transaction unless, at or before transactions contemplated hereby are subject to the Closing Time, each of the following conditions listed below in this section has been satisfied, it being understood that the said conditions (which are included for the exclusive benefit of the Vendor) having been satisfied or expressly waived in writing by the Vendor: (a) The representations the authorized capital of the Purchaser consists of 100,000,000 Common shares of which 2,600,000 have been validly allotted and warranties of YC in this Agreement shall be true issued and correct on the Closing Date.are outstanding as fully paid and non-assessable; (b) YC shall have performed and complied with all of the terms and conditions in that this Agreement and all documents prepared in connection with this Agreement have been duly executed and authorized and are valid and binding on the Payment Undertaking on its part to be performed or complied Purchaser in accordance with on or before the Closing Date.their terms; (c) As evidence that the Purchaser's Common Shares to be issued to the Vendors have been issued to the Vendors in accordance with all applicable provisions of the satisfaction State of Nevada Domestic and Foreign Corporation Laws and the constating documents of the conditions in sections 7.1 (a) Purchaser and (b), YC shall deliver that such shares are fully paid and non-assessable and as to all other legal matters pertaining to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate Purchaser and the completion of transactions contemplated hereby as the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9.Vendors' counsel may reasonably require; (d) YC all consents, approvals and authorizations of the Buyer shall Regulatory Authorities required in connection with the transactions herein contemplated have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, been obtained and are in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws.full force; (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally prior to or on terms satisfactory to the Vendor, acting reasonably.Closing Date the Vendors shall not have become aware of any breach of any of the warranties and representations of the Purchaser set forth in Article 3.1; (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion all of the Transaction. If any condition in this section has not been fulfilled covenants and agreements of the Purchaser to be observed or performed on or before the Closing Date pursuant to the terms hereof shall have been duly observed or if any such condition is or becomes impossible performed. (g) the Purchaser has delivered to satisfy, other than as a result the Vendors on the Closing Date all of the failure of documents set forth in Clause 6.2(b); (h) the Vendor to comply with its obligations under transactions contemplated by this Agreement, then Agreement shall have been approved by the Vendor in its sole discretion may, without limiting any rights or remedies available Exchange on conditions reasonably acceptable to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other conditionVendors.

Vendor’s Conditions. (1) The Vendor Vendors shall not be obligated obliged to complete the Transaction unless, Transactions only if each of the following conditions precedent has been satisfied in full at or before the Closing Time, Date (each of the which conditions listed below in this section has been satisfied, it being understood that the said conditions are included precedent is acknowledged to be for the exclusive benefit of the Vendor:Vendors): (a) The all of the representations and warranties of YC the Purchaser made in this Agreement shall be true and correct on as at the Closing Date.Date with the same effect as if made at and as of the Closing Date (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement); (b) YC the Purchaser shall have performed and complied with or performed all of the terms obligations, covenants and conditions in agreements under this Agreement and the Payment Undertaking on its part to be performed or complied with on or performed by the Purchaser at or before the Closing Date. (c) As evidence of , including the Purchaser's Closing deliveries specified in Section 3.3, to the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the VendorVendors, acting reasonably. Notwithstanding ; c) there shall be no injunction or restraining order issued preventing, and no pending or threatened Claim against any Party for the foregoingpurpose of enjoining or preventing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole Transactions or in part) of, otherwise claiming that this Agreement or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. Transactions is improper or would give rise to a Claim under any Applicable Law; d) all documentation relating to the Transactions is satisfactory to the Vendors, acting reasonably; e) the Corporation shall have duly executed and delivered the Employment Agreement; f) the Purchaser shall have paid to Pure Water Technologies Inc. the amounts mentioned in Section 6.3; g) the Purchaser shall have paid to Mr. Mathieu Dube and Mrs. Christiane Dube, at the Xxxxxxx, xxx xxxxnt owex xx xxxx xxxxx xxx Termination Letter; h) the Purchaser shall have taken all necessary measures to reimburse all amounts owed to the Creditors. i) the Purchaser shall have obtained full and final releases of all guarantees granted by any of the Vendors in favour of Caisse Populaire Desjardins de l'Ouest de Longueuil pursuant to the Line xx Xxxxxx as more fully described in Schedule 3.5(1)i). (2) If any condition of the conditions in this section has Section 3.5(1) shall not been be satisfied or fulfilled on in full at or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result the satisfaction of the failure of Vendors, acting reasonably, the Vendor to comply with its obligations under this Agreement, then the Vendor Vendors in its their sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equityVendors, either either: a) terminate this Agreement by written notice in writing from Stephane Dube to YCthe Purchaser, except with respexx xx xxx obligations contained in Sections 6.1 and 6.2 which case the provisions of sections 2.5(c)(iii), (ivshall survive that termination; or b) or (v) shall be applicable, or waive compliance with any such condition without prejudice in whole or in part by notice in writing from Stephane Dube to its right of termination in the event of non-fulfilment Purchaser, except that no such xxxxxx xxxxx operate as a waiver of any other condition.

Vendor’s Conditions. The obligation of the Vendor shall not be obligated to complete consummate the Transaction unless, at or before transactions herein contemplated is subject to the Closing Time, fulfillment of each of the following conditions listed below in this section has been satisfied, it being understood precedent at the times stipulated: (a) that the said representations and warranties of the Purchaser contained herein are materially true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties were made as at the Closing Date, except as may be in writing disclosed to and approved by the Vendor; (b) that all terms, covenants, conditions, agreements, and obligations hereunder on the part of the Purchaser to be performed or complied with at or prior to the Closing have been performed and complied with as at the Closing; (c) no legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Shares contemplated hereby; (d) that at the Closing Date, there shall have been obtained from all appropriate federal, provincial, municipal or other governmental or administrative bodies such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required to be obtained by the Vendor to permit the change of ownership of the Shares contemplated hereby, and all notices, consents and approvals with respect to the transfer or assignment of the Agreements have been obtained; (e) that at the Closing Date, the parties shall have obtained the consents described in Section 7.3 of this Agreement, in each case in form and substance satisfactory to the Purchaser, acting reasonably. The foregoing conditions of this Section 8.2 are included for the exclusive benefit of the Vendor: (a) The representations Vendor and warranties of YC in this Agreement shall may be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (waived in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals part by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other conditiontime.

Vendor’s Conditions. The obligations of the Vendor shall not be obligated to complete the Transaction unlesstransactions contemplated by this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing TimeDate, each of the following conditions listed below in this section has been satisfied, it being understood that the said conditions are included precedent (each of which is hereby acknowledged to be inserted for the exclusive benefit of the Vendor:Vendor and may be waived by the Vendor in whole or in part): (a) The representations Purchaser shall have performed or complied with, in all material respects, all its other obligations, covenants and warranties of YC in agreements under this Agreement shall be true and correct on the Closing DateAgreement. (b) YC The Vendor shall be satisfied, acting reasonably, with its due diligence investigation of the Purchaser and shall have performed and complied with all of -confirmed same to the terms and conditions in this Agreement and the Payment Undertaking Purchaser on its part to be performed or complied with before November 10, 2003. (c) The Vendor shall have received, on or before the Closing Date., the following: (ci) As a certificate representing the common shares of the Purchaser to be issued to the Vendor in partial satisfaction of the Purchase Price; (i) a certificate representing the common share purchase warrants of the Purchaser to be issued to the Vendor in partial satisfaction of the Purchase Price; (ii) a certified cheque for the cash portion of the Purchase Price; (iii) evidence that the Purchaser is a reporting issuer in good standing in the Provinces of Alberta and British Columbia; (iv) evidence of the satisfaction listing on the TSX Venture Exchange of the conditions in sections 7.1 (a) and (b), YC shall deliver common shares issued to the Vendor at Purchaser on the Closing Time a certificate Date and the common shares of YC confirming the matters in sections 7.1 Purchaser issuable upon exercise of the common share purchase warrants; (av) and (b) and the consent of the Toronto Stock Exchange, if required, to the effect that as sale of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers Property; (vi) an opinion of YC acceptable counsel to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and Purchaser in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably.; (fvii) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks certified copy of a remedy that would have the effect of enjoining, restricting or prohibiting the completion resolution of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result board of directors of the failure of Purchaser approving this Agreement and the Vendor to comply with its obligations transactions contemplated under this Agreement, then ; and (viii) a certificate of corporate status of the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), Purchaser. (ivix) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.- 10-

Vendor’s Conditions. The obligations of the Vendor shall not be obligated to complete the Transaction unlesstransactions contemplated by this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing TimeDate, each of the following conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendorprecedent: (a) The All representations and warranties of YC in this Agreement made by the Purchaser herein shall be true and correct on as of the Closing DateDate and the Purchaser shall have performed or complied with, in all material respects, all its other obligations, covenants and agreements under this Agreement. (b) YC The Vendor shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with received on or before the Closing Date the following: (i) a certificate representing the Lumina Shares of the Purchaser issued to the Vendor in partial satisfaction of the Purchase Price; (ii) a certificate representing the Warrant of the Purchaser issued to the Vendor in partial satisfaction of the Purchase Price; (iii) evidence that the Purchaser is a reporting issuer in good standing in the Province of British Columbia; (iv) evidence of the listing on the Toronto Venture Exchange of the Lumina Shares and the Warrant Shares; (v) evidence of the registration under the Personal Property Security Act (British Columbia) of the Vendor’s security interest in the Property as contemplated by Section 2.02(d); (vi) an agreement from the Purchaser not to, directly or indirectly, transfer or allow to lapse any of the claims comprising the Property as of the Closing Date, and to maintain such claims in good stead, until the earlier of receipt by the Vendor of the Difference Payment or a determination that the Difference Payment is not payable, such agreement to provide, inter alia, that in the event of default of payment of the Difference Payment, the Vendor’s sole recourse shall be return of the Property; (vii) the consent of the Toronto Stock Exchange to the sale contemplated herein, if required, and the approval of the directors of the parent company of the Vendor; (viii) an opinion of counsel to the Purchaser in form satisfactory to the Vendor in connection with the issuance of the Lumina Shares, the Warrant and the Warrant Shares; and (ix) a certificate of status of the Purchaser. (c) As evidence No action or proceeding against the Purchaser will be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to: (i) enjoin or prohibit the purchase and sale of the satisfaction of BahamasCo Shares contemplated by this Agreement or the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit right of the Vendor to own the Lumina Shares, the Warrant or the Warrant Shares; (ii) enjoin or prohibit the right of the Purchaser to conduct its operations in the ordinary course as provided its operations have been carried on in Article 9the past; or (iii) constitute a material adverse change to or effect on the Purchaser. (d) YC and If any of the Buyer shall have delivered to conditions in Sections 6.02(a) through (c) are not fulfilled or waived, the Vendor a legal opinion from counsel acceptable Purchaser on the Closing Date may rescind this Agreement by notice in writing to the Vendor. In such event, acting reasonably, the Purchaser shall be released from all obligations under this Agreement and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Lawswill also be released. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition conditions in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor Section 6.02 may be waived in its sole discretion may, without limiting any rights or remedies available to the Vendor at law whole or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition part without prejudice to its any right of termination rescission or any other right in the event of the non-fulfilment of any other conditioncondition or conditions. A waiver will be binding only if it is in writing.

Vendor’s Conditions. The obligation of Vendor shall not be obligated to complete the Transaction unlessPurchase in accordance with this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions listed below (collectively, the “Vendor’s Conditions”) in this section has been satisfied, it being understood that the said conditions are included Article 8 each of which is acknowledged to be inserted for the exclusive benefit of the Vendor:Vendor and may be waived by Vendor in whole or in part. (a) 8.1 Correctness and Accuracy of Representations and Warranties The representations and warranties of YC Purchaser contained in Article 5 shall be correct and accurate in all material respects as at the Closing Time with the same effect as if made at and as of the Closing Time (except to the extent those representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be correct and accurate in all material respects on and as of such earlier date, and except to the extent that such representations and warranties are affected by actions and omissions consented to or waived by Vendor), and Vendor shall have received a certificate to that effect at or before the Closing Time from a Senior Officer of Purchaser. 8.2 Performance of Obligations Purchaser shall, at or before the Closing Time, have performed or complied with, in all material respects, all its obligations, covenants and agreements under this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part required to be performed or complied with by it prior to or on the Closing Time, and Vendor shall have received a certificate to that effect at or before the Closing DateTime from a Senior Officer of Purchaser. 8.3 Governmental Approvals, Consents, and Authorizations (a) The Required Approvals shall have been obtained and shall be in full force and effect. (b) All other Government Authorizations required in connection with the completion of the Purchase in accordance with this Agreement shall have been obtained and be in full force and effect, other than any such Government Authorizations, the failure of which to obtain would not enjoin, materially restrict, prohibit or make illegal the Purchase. (c) As evidence of There shall not be in effect any Applicable Law which enjoins, materially restricts, prohibits or makes illegal the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect Purchase; provided that as of the Closing Time all other conditions set forth in this section Government Authorizations have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate obtained. 8.4 Other Consents and Approvals All Authorizations (other than Government Authorizations) required in connection with the completion of the Transaction shall not constitute a waiver (Purchase in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to accordance with this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been grantedobtained, obtained other than those consents and received unconditionally approvals, the failure of which to obtain, individually or on terms satisfactory to in the Vendoraggregate, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced would not enjoin, materially restrict, prohibit or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting make illegal the completion of the Transaction. If Purchase in accordance with this Agreement. 8.5 No Injunctions or Restraints No restraining order, injunction or other order or decree issued by any condition Government Authority of competent jurisdiction enjoining, restraining or otherwise preventing the completion of the Purchase in accordance with this section has not been fulfilled on or before Agreement shall be in effect; provided, however, that each of the Closing Date or if Parties shall use commercially reasonable efforts to prevent the entry of any such condition is restraining order, injunction or becomes impossible other order or decree and to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with cause any such condition without prejudice restraining order, injunction or other order or decree that may be entered to its right be vacated or otherwise rendered of termination in the event of non-fulfilment of any other conditionno effect.

Vendor’s Conditions. The Vendor shall not be obligated In addition to complete the Transaction unlessconditions contained in Section 5.01 hereof, at or before the Closing Time, each obligation of the conditions listed below Vendor to sell the Purchased Assets as contemplated in this section has been satisfied, it being understood that Agreement is subject to the said conditions stated below which are included for the exclusive benefit of the Vendor and all or any of which may be waived by the Vendor. If any condition is not satisfied as of the Closing Date, the Vendor may at its sole discretion terminate this Agreement: (a) The all representations and warranties of YC the Purchaser contained in this Agreement shall be true and correct on in all material respects as at the Closing Date.Date with the same effect as though made on and as of that date; (b) YC the Purchaser shall have performed and complied made arrangements satisfactory to Congress in its sole discretion with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver respect to the Vendor at certain letter of credit or bond issued by the Closing Time a certificate Bank of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect Montreal for the benefit of the Vendor Company in connection with the obligations of the Company under the Excise Tax Act (Canada), which arrangements shall include the deposit of $110,000 with Congress as provided in Article 9.cash collateral for such letter of credit or bond; (c) the Purchaser shall have performed all of its material covenants and obligations under this Agreement; (d) YC apart from the claim by Continental in the Continental Inventory in Possession and except as otherwise provided in this Article 5 with respect to Appeal Proceedings, there shall be no legal proceedings, either threatened or commenced by any Person against the Vendor or the Purchaser concerning this Agreement, the Purchased Assets or any other matter relating or pertaining thereto and there shall be no stay order, injunction or restraining order, judicial or administrative, issued by any Person enjoining or preventing the Vendor or the Purchaser from completing the Transactions; (e) the Purchaser shall have paid the Purchase Price into escrow under the terms of the Escrow Agreement and the Buyer Purchase Price shall have been released from escrow; and (f) the Purchaser shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, documents listed in Sections 8.03 and in form 8.07 and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating such documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonablyreleased from escrow. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

Vendor’s Conditions. The Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a7.1(a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a7.1(a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Representation and Warranty Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Representation and Warranty Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. (g) YC, the Vendor and the Escrow Agent shall have executed and delivered the Representation and Warranty Escrow Agreement and YC shall have deposited US$50,000,000 (for the benefit of the Vendor and the Buyer) into escrow with the Escrow Agent pursuant to such agreement. For greater certainty, any Order obtained pursuant to the Xxxx and Medge Litigation or any other Legal Proceeding existing as at the date hereof will not attach to the US$50,000,000 placed into escrow pursuant to the Representation and Warranty Escrow Agreement. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

Vendor’s Conditions. The Vendor shall not be obligated VENDORS' obligation to complete the Transaction unless, at sale of the Shares hereunder is subject to the satisfaction of or before compliance by the Closing Time, PURCHASER of each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendorfollowing conditions: (a) 4.1.1 The PURCHASER's representations and warranties of YC made in and pursuant to this Agreement are and shall be true and correct in every respect as of the date hereof and there is nor shall be no omitted or undisclosed fact which would adversely influence or deter any of the VENDORS, acting reasonably, from selling the Shares; 4.1.2 The PURCHASER is current with all applicable registration and reporting requirements under U.S. securities laws and regulations as of the date hereof; 4.1.3 The PURCHASER hereby assumes, as of the date hereof, to the complete exoneration of the COMPANY by way of separate instrument or agreement, an aggregate of ONE MILLION THIRTY-FOUR THOUSAND TWO HUNDRED SEVENTY-SIX DOLLARS ($1,034,276.00) of the long term debt of the COMPANY, under such terms and conditions as have been agreed between the PURCHASER and the holders of such long term debt; 4.1.4 The PURCHASER shall cause the COMPANY to confirm and maintain, as of the date hereof, the employment of Mx. Xxxxx Xxxxx as President and Secretary-Treasurer of the COMPANY pursuant to the terms of his current employment agreement, which agreement shall be subject to review and modification on June 30th, 2001; 4.1.5 The PURCHASER hereby indemnifies and holds Pxxxx harmless, and undertakes to cause the COMPANY to indemnify and hold Pxxxx harmless, from any and all obligations or liabilities incurred or that he may have incurred as a result of his position as director and officer of the COMPANY; 4.1.6 The PURCHASER hereby assumes, as of the date hereof, to the complete exoneration of the COMPANY, any and all obligations arising from the terms of that certain Convertible Subordinate Debenture issued by the COMPANY to Bartholemew International Investments, in the principal amount of FIVE HUNDRED THOUSAND DOLLARS U.S. ($500,000.00 U.S.), under such terms and conditions as have been agreed between the PURCHASER and the holder of the said Debenture; 4.1.7 The PURCHASER hereby assumes, as of the date hereof, to the complete exoneration of the COMPANY, all of the rights and obligations of the COMPANY arising from that certain Consulting Agreement dated February 14, 2000, by and between TT Bxxxx Capital Investment Inc. and the COMPANY, including the obligation to issue to TT Bxxxx Capital Investment Inc. any remuneration thereunder, under such terms and conditions as have been agreed between the PURCHASER and TT Bxxxx Capital Investment Inc.; 4.1.8 All of the shares and securities of the PURCHASER shall be registered pursuant to Section 3(a) (10) of the SECURITIES ACT OF 1933, U.S., (or pursuant to such other applicable federal and state securities laws) with the Securities and Exchange Commission of the United States of America on or before March 31st, 2001 and the PURCHASER's securities shall be trading on the Closing Date. (b) YC Over-the-Counter Bulletin Board of NASDAQ on or before June 30th, 2001. Until such time as the securities shall have performed been registered as provided herein and complied are trading on the Over-the-Counter Bulletin Board of NASDAQ, the Shares shall be remitted to and retained by Me Cxxxxxxxx Xxxxxxxxx as Escrow Agent in accordance with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction Trust Agreement annexed hereto as Schedule A. In the event that either of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth stipulated in this section have been satisfied. The certificate provision are not fulfilled, the VENDORS shall be signed by two senior executive officers of YC acceptable entitled, at their discretion, to cancel the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by present sale upon written notice to YCthe PURCHASER and the COMPANY to that effect, in which case and the provisions of sections 2.5(c)(iii), (iv) parties shall have no further claim or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination recourse against each other in the event of non-fulfilment the cancellation of any other conditionthe sale pursuant to the terms hereof.

Vendor’s Conditions. The Vendor’s obligation to sell the Residential Lands is subject to delivery of written waiver by the Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each Purchaser of the following conditions listed below in this section has been satisfied, it being understood that (the said conditions are included for the exclusive benefit of the “Vendor: (a’s Conditions”) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date.: (a) the execution and delivery of a development servicing agreement in the form of the Vendor’s standard agreement, with the content and accompanying works and services completion and warranty security prescribed by the Vendor’s Director of Engineering and Public Works; (b) the execution and delivery of the Restaurant Restrictive Covenant, and registration of it in the LTO against the title to Precinct Parcel A; (c) As evidence the execution and delivery of the satisfaction Rental Housing Agreement, and registration of it in the LTO against the title to Precinct Parcel B; (d) the execution and delivery of the conditions Seniors’ Housing Agreement, and registration of it in sections 7.1 the LTO against the title to Precinct Parcel A; (ae) the execution and (b)delivery of an Option Agreement that is generally in keeping with Schedule 7, YC shall deliver for each of the Precinct Parcels, and registration of each agreement in the LTO against the title to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfiedrelated Precinct Parcel. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect ’s Conditions are for the sole benefit of the Vendor as provided and must be satisfied or waived in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled writing on or before the Closing Date or if any such condition is or becomes impossible to satisfydate specified above, other than as a result failing which, this Agreement will be terminated. In consideration of the failure sum of $10.00, the Vendor receipt and sufficiency of which is hereby acknowledged by the Purchaser, the Purchaser hereby agrees not to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case during the provisions period for satisfaction or waiver of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other conditionVendor’s Conditions.

Vendor’s Conditions. The Vendor shall not be obligated Vendor’s obligations to complete the Transaction unless, at or before the Closing Time, each sale of the conditions listed below in this section has been satisfied, it being understood that Purchased Shares shall be subject to the said conditions are included for the exclusive benefit of the Vendorfollowing conditions: (a) The all representations and warranties of YC the Purchaser in favour of the Vendor as contained in this Agreement shall be true and correct on in all material respects to the extent not qualified by materiality or Purchaser Material Adverse Effect and in all respects to the extent qualified by materiality or Purchaser Material Adverse Effect as of the Closing Date.Date as if made on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date); (b) YC shall have all covenants to be performed and complied with all of by the terms and conditions Purchaser by the Closing Date as contained in this Agreement shall have been performed and the Payment Undertaking on Purchaser shall have complied in all material respects with its part to be performed or complied with on or before the Closing Date.covenants in this Agreement; (c) As evidence of the satisfaction of Purchaser having obtained by the conditions in sections 7.1 Closing Date all (ai) necessary approvals from applicable Governmental Authorities, including the Key Purchaser Regulatory Consents and (b)ii) third party consents including the Key Purchaser Third Party Consents and, YC shall deliver if required, any applicable shareholder approvals and third party consents; (d) the distribution of Payment Shares to the Vendor being exempt from, or otherwise not subject to the prospectus requirements of applicable Canadian securities laws and such prospectus exemption shall provide that the resale of the Payment Shares in Canada shall be subject to Section 2.6 of National Instrument 45-102 – Resale of Securities; (e) there shall not exist any prohibition under Applicable Law, including a cease trade order, injunction or other prohibition or order at law or under applicable legislation, against Purchaser which shall prevent the consummation trading of the common shares of the Purchaser or the Payment Shares; (f) if the assignment and novation of the Vendor’s rights and obligations under the Las Xxxxxx Lease has not been achieved by the Closing Time a certificate Time, the execution and delivery by the Purchaser to the Vendor of YC confirming the matters Assumption and Release Agreement, substantially in sections 7.1 the form of the agreement attached hereto as Schedule “I” (the “Assumption and Release Agreement”); (g) since the date of this Agreement, there shall not have been any Purchaser Material Adverse Effect; and (h) Purchaser shall have delivered evidence satisfactory to Vendor of the approval of the listing on the NYSE and the conditional listing on the TSX of the Payment Shares. The foregoing conditions are provided for the sole benefit of the Vendor (excepting paragraph (c) which is provided for the mutual benefit of the Purchaser and the Vendor) and may be waived in whole or in part by the Vendor at its sole discretion (except paragraph (c) which must be waived by each of the Purchaser and the Vendor). Notwithstanding any such waiver of paragraph (a) and (b) and to the effect that as ), completion of the Closing Time all other conditions purchase and sale contemplated by this Agreement by the Vendor shall not prejudice or affect in any way the rights of the Vendor in respect of the warranties and representations of the Purchaser set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

Vendor’s Conditions. The obligations of the Vendor shall not be obligated to complete the Transaction unlesssale of the Assets shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendorprecedent: (a) Truth and Accuracy of Representations of the Purchaser at Closing - The representations and warranties of YC the Purchaser contained in this Agreement shall be are true and correct on and the Closing Date. (b) YC shall have performed covenants and complied with all agreements of the terms and conditions in this Agreement and the Payment Undertaking on its part Purchaser to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date pursuant to the terms of this Agreement have been duly performed; (b) Absence of Injunctions - No injunction or if restraining order of any such condition is court or becomes impossible administrative tribunal of competent jurisdiction shall be in effect prohibiting the transactions contemplated by this Agreement and no action or proceeding shall have been instituted or be pending before any court or administrative tribunal to satisfyrestrain or prohibit the transactions between the Parties contemplated by this Agreement; (c) Closing Documentation - The Vendor shall have received from the Purchaser the closing documentation listed in section 9.3 of this Agreement; (d) Consents Obtained - except for Ministerial approvals under the Mining Act (Ontario), the Vendor shall have obtained all consents of Governmental Authorities, and of all other than Persons, as a result are required to permit completion of the failure transactions contemplated in this Agreement; and (e) Registrations and Consents - Vendor will have confirmed to the Purchaser that all public record filings and registrations contemplated by this Agreement in its favour have been made, including the Mortgage, notice of the Royalty Agreement, and entries on the register for the Properties of the Section 118 Restriction to the effect that no transfer shall be made or charge created unless (i) notice of an application for transfer or for the creation of a charge has been transmitted by registered mail to the Vendor to comply with at its obligations address for notice under this Agreement, then and (ii) the consent of the Vendor in its sole discretion may, without limiting any rights or remedies available has been given to the transfer or the creation of the charge. The Vendor at law or will act with due haste to complete all such registrations for which it is responsible. The Vendor and the Purchaser will cooperate in equityorder that the registrations and filings contemplated in Sections 7.1(h) and 8.1(e) are filed and/or registered, either terminate this Agreement by written notice to YCas the case may be, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination consecutively in the event following order: (a) transfer of non-fulfilment the Properties; (b) notice of any other conditionRoyalty Agreement; (c) Mortgage; and (d) the Section 118 Restriction.

Vendor’s Conditions. The obligation of Vendor to sell its interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by Vendor: (a) Vendor shall have completed the transactions contemplated by the Innova Agreement; (b) the representations and warranties of Purchaser herein contained shall be true in all material respects when made and as of the Closing Time, and a Certificate to that effect shall have been delivered by Purchaser to Vendor at Closing; (c) all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects, and a Certificate to that effect shall have been delivered by Purchaser to Vendor at Closing; and (d) all amounts to be paid by Purchaser to Vendor pursuant to this Agreement shall have been paid to Vendor in the form stipulated in this Agreement on or before December 31, 2005. If any one or more of the foregoing conditions precedent has or have not be obligated to complete the Transaction unlessbeen satisfied, complied with, or waived by Vendor, at or before the Closing Time, each (other than by reason of Innova’s not closing the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Innova Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence other than by reason of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the condition of Clause 3.2(d)) Vendor as provided may in Article 9. (d) YC and the Buyer shall addition to any other remedies which it may have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equityit, either terminate rescind this Agreement by written notice to YCPurchaser, to be received by Purchaser before the completion of the closing. If the Purchaser chooses not to close this Agreement on the Closing Time by reason of the purchaser’s failure to satisfy timely and in full Vendor’s condition of Clause 3.2(d) above, as at the Closing Time this Agreement shall close as if all such foregoing conditions were to have been satisfied and discharged in full; but which case the provisions of sections 2.5(c)(iii), (iv) or (v) closing shall be applicablesubject to the following rights and conditions: (a) If the Purchaser should not attend directly or through an agent or counsel as at the Closing Time, or waive compliance the Vendor may proceed with any such condition without prejudice to its right of termination the closing at the Closing Time in the event absence of non-fulfilment the Purchaser; (b) The definition of any other condition.Assets shall be amended as at the Closing Time to delete the current definition in Clause 1(b) of this Agreement and by inserting the following replacement definition:

Vendor’s Conditions. The obligation of Vendor shall not be obligated to complete sell its interest in and to the Transaction unlessAssets is subject to the following conditions precedent, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions which are included inserted herein and made part hereof for the exclusive benefit of the Vendor and may be waived by Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC Purchaser herein contained shall be true in all material respects when made and as of the Closing Time; (b) all obligations of Purchaser contained in this Agreement to be performed prior to or pursuant at the Closing Time shall have been timely performed in all material respects; (c) all amounts to be paid by Purchaser to Vendor at or prior to the Closing Time shall have been paid to Vendor in the form stipulated in this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9.; (d) YC and the Buyer shall have delivered prior to the Vendor a legal opinion from counsel acceptable to Closing Time, any and all Rights of First Refusal or other restrictions on the Vendortransfer, acting reasonably, and in form and content satisfactory to sale or assignment of the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval Assets shall have been granted, obtained and received unconditionally exercised or on terms satisfactory to waived by the Vendor, acting reasonably. (f) No Order holders thereof or all time periods within which such rights may be exercised shall have expired; If any one or more of the foregoing conditions precedent has or have not been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoinssatisfied, restricts or prohibitscomplied with, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before waived by Vendor by the Closing Date or if Time, Vendor may in addition to any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies which it may have available to the Vendor at law or in equityit, either terminate rescind this Agreement by written notice to YCPurchaser, in which case the provisions of sections 2.5(c)(iii), (iv) provided that Vendor shall not be permitted to exercise or (v) shall be applicable, or waive compliance with purport to exercise any such condition without prejudice to its right of termination in pursuant to this section 3.2 if the event of non-fulfilment of any other conditionor circumstances giving rise to such right is due to a Vendor Default. If Vendor rescinds this Agreement, Purchaser and Vendor shall be released and discharged from all obligations hereunder except as provided in section 12.14.

Vendor’s Conditions. (a) The Vendor Vendors acting jointly (within the meaning of the Civil Code of Quebec) shall not be obligated obliged with respect to itself only to complete the Transaction unless, Transactions only if each of the following conditions precedent has been satisfied in full at or before the Closing Time, Date (each of the which conditions listed below in this section has been satisfied, it being understood that the said conditions are included precedent is acknowledged to be for the exclusive benefit of the Vendor:Vendors): (ai) The all of the representations and warranties of YC Purchaser and Ramtron made in this Agreement shall be true and correct on as at the Closing Date with the same effect as if made at and as of the Closing Date (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement); (ii) Purchaser and Ramtron shall have complied with or performed all of the obligations, covenants and agreements under this Agreement to be complied with or performed by Purchaser and Ramtron at or before the Closing Date, including Purchaser's and Ramtron's Closing deliveries specified in Section 6.4, to the satisfaction of the Designated Vendors acting reasonably; (iii) all Authorizations described in Schedule 0 required from all relevant Governmental Entities to permit the completion of the Transactions shall have been obtained; (iv) all Consents described in Schedule 3.2(c) shall have been waived by Vendors or obtained, in each case in form and substance satisfactory to the Vendors, acting reasonably; (v) there shall be no injunction or restraining order issued preventing, and no pending or threatened claim against any Party for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a claim under any applicable law; (vi) no applicable law shall have been enacted, introduced or announced which may have a Material Adverse Effect on Purchaser or Ramtron; and (vii) there shall have been no Material Adverse Change regarding Ramtron during the Interim Period. (b) YC shall have performed and complied with all If any of the terms and conditions in this Agreement and the Payment Undertaking on its part to Section 7.2(a) shall not be performed satisfied or complied with on fulfilled in full at or before to the Closing Date. (c) As evidence of Date to the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the VendorDesignated Vendors, acting reasonably, and the Designated Vendors in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its their sole discretion may, without limiting any rights or remedies available to the Vendor Vendors at law or in equity, either either: (i) terminate this Agreement by written notice in writing to YCPurchaser, except with respect to the obligations contained in Sections 8.2 and 9.5 which case the provisions of sections 2.5(c)(iii), shall survive that termination; or (ivii) or (v) shall be applicable, or waive compliance with any such condition without prejudice in whole or in part by notice in writing to its right of termination in the event of non-fulfilment Purchaser, except that no such waiver shall operate as a waiver of any other condition.

Vendor’s Conditions. The obligation of Vendor to sell its interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by Vendor: (a) the representations and warranties of Purchaser herein contained shall be true in all material respects when made and as of the Closing Time, and a Certificate to that effect shall have been delivered by Purchaser to Vendor at Closing; (b) all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (c) all amounts to be paid by Purchaser to Vendor at Closing shall have been paid to Vendor in the form stipulated in this Agreement; (d) Vendor shall be satisfied, acting reasonably, on or before the Closing Time, that Purchaser meets all regulatory requirements to be unconditionally accepted as the holder of any licences, permits and approvals pertaining to the Assets by the regulatory body having jurisdiction over such matters; (e) Vendor shall have received the Competition Act (Canada) clearance by way of Advance Ruling Certificate, exemption or filing, as set out in this Agreement, on or before June 30, 2002. If any one or more of the foregoing conditions precedent has or have not be obligated to complete the Transaction unlessbeen satisfied, complied with, or waived by Vendor, at or before the Closing Time, each of the conditions listed below Vendor may in this section has been satisfied, addition to any other remedies which it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall may have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equityit, either terminate rescind this Agreement by written notice to YC, Purchaser. If Vendor rescinds this Agreement in which case the provisions of sections 2.5(c)(iiiaccordance with sub-clauses 3.2 (a), 3.2 (ivb) or and 3.2 (v) c), Vendor shall be applicableentitled to retain the Deposit as liquidated damages and not as a penalty, with no right to claim further damages or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other conditionremedies from Purchaser.

Vendor’s Conditions. The Purchase Agreement shall provide that the obligation of the Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each sale of the Property on the Completion Date is subject to and conditional upon the following conditions listed below in this section has been satisfied, it precedent (the “Vendor’s Conditions”) being understood satisfied or waived not later than 5:00 p.m. (Vancouver time) on that day which is thirty (30) days after the said conditions are included for the exclusive benefit execution of the Vendor: (a) The representations and warranties of YC in this Purchase Agreement shall be true and correct on by both parties, namely: the Closing Date. (b) YC Vendor shall have performed obtained the approval of its board of directors and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part shareholders to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any sale of the representations and warranties of YC made in or Property pursuant to this the terms of the Purchase Agreement. If the Vendor fails to notify the Purchaser in writing of the satisfaction or waiver of all of the Vendor’s Conditions by the time specified above, the Purchase Agreement will be null and void and the Deposit Holder will be irrevocably directed by the Vendor and the Purchaser to forthwith repay the Initial Deposit and accrued interest to the Purchaser and thereafter neither party will have any further obligations to the other under the Purchase Agreement, each of which shall survive the Closing and remain in full force and effect except for the benefit obligation of the Purchaser to maintain the confidentiality of all disclosed documents and instruments delivered to it, to return all copies of such documents and instruments and to indemnify the Vendor as provided and/or tenants of the Lands or Building for any damage caused by the Purchaser in Article 9. connection with its due diligence investigations. Schedule B Additional Clauses Environmental Reports. The Purchase Agreement shall provide that any environmental reports (dthe “Environmental Reports”) YC and concerning the Buyer shall have Property which are delivered to the Vendor a legal opinion from counsel acceptable Purchaser pursuant to the Vendor, acting reasonably, and in form and content satisfactory Purchase Agreement will be provided to the Purchaser on the basis that the Vendor subject to reasonable qualifications, is not making any representations or warranties as to the due incorporation accuracy of the Environmental Reports, that the Vendor shall not have any liability for any errors or inaccuracies in the Environmental Reports and organization of YC and that the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement Purchaser is relying on its own investigations to satisfy itself as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion environmental condition of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other conditionProperty.

Vendor’s Conditions. The obligation of Vendor shall not be obligated to complete the Transaction unlessPurchase in accordance with this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions listed below in this section has been satisfied(collectively, it being understood that the said conditions are included “Vendor’s Conditions”) each of which is acknowledged to be inserted for the exclusive benefit of the VendorVendor and may be waived by Vendor in whole or in part: (a) 8.1 Correctness and Accuracy of Representations and Warranties The representations and warranties of YC Purchaser contained in Article 5 shall be correct and accurate in all material respects as at the Closing Time with the same effect as if made at and as of the Closing Time (except to the extent those representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be correct and accurate in all material respects on and as of such earlier date, and except to the extent that such representations and warranties are affected by actions and omissions consented to or waived by Vendor), and Vendor shall have received a certificate to that effect at or before the Closing Time from a Senior Officer of Purchaser. 8.2 Performance of Obligations Purchaser shall, at or before the Closing Time, have performed or complied with, in all material respects, all its obligations, covenants and agreements under this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part required to be performed or complied with by it prior to or on the Closing Time, and Vendor shall have received a certificate to that effect at or before the Closing DateTime from a Senior Officer of Purchaser. 8.3 Governmental Approvals, Consents, and Authorizations (a) The Required Approvals shall have been obtained and shall be in full force and effect. (b) All other Authorizations of any Government Authority required in connection with the completion of the Purchase in accordance with this Agreement shall have been obtained and be in full force and effect, other than any such Authorizations, the failure of which to obtain would not enjoin, materially restrict, prohibit or make illegal the Purchase. (c) As evidence of There shall not be in effect any Applicable Law which enjoins, materially restricts, prohibits or makes illegal the satisfaction of the conditions in sections 7.1 (a) and (b)Purchase, YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect provided that as of the Closing Time all other conditions set forth in this section Authorizations from Government Authorities have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate obtained. 8.4 Other Consents and Approvals All Authorizations (other than Authorizations from a Government Authority) required in connection with the completion of the Transaction shall not constitute a waiver (Purchase in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to accordance with this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been grantedobtained, obtained other than those consents and received unconditionally approvals, the failure of which to obtain, individually or on terms satisfactory to in the Vendoraggregate, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced would not enjoin, materially restrict, prohibit or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting make illegal the completion of the Transaction. If Purchase in accordance with this Agreement. 8.5 No Injunctions or Restraints No restraining order, injunction or other order or decree issued by any condition Government Authority of competent jurisdiction enjoining, restraining or otherwise preventing the completion of the Purchase in accordance with this section has not been fulfilled on or before Agreement shall be in effect; provided, however, that each of the Closing Date or if Parties shall use commercially reasonable efforts to prevent the entry of any such condition is restraining order, injunction or becomes impossible other order or decree and to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with cause any such condition without prejudice restraining order, injunction or other order or decree that may be entered to its right be vacated or otherwise rendered of termination in the event of non-fulfilment of any other conditionno effect.

Vendor’s Conditions. (a) The obligation of Vendor shall not be obligated to complete the Transaction unlessand sell and convey the Assets to Purchaser is subject to the following conditions precedent, which are inserted into and made part of this Agreement for the exclusive benefit of Vendor and may be waived by Vendor: (i) the representations and warranties of Purchaser set forth in Clause 5.3 shall be true and correct in all material respects when made and as of the Closing Time, unless some other time is specified, and all obligations and covenants of Purchaser in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect to the payments, agreements, certificates and other instruments and documents to be made and delivered at the Closing Time by Purchaser pursuant to Clause 4.2) shall have been performed or complied with in all material respects; (ii) at the Closing Time, Purchaser shall have duly made and delivered the payments, agreements, certificates and other instruments and documents required pursuant to Clause 4.2; (iii) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time; and (iv) the Competition Act Approval shall have been obtained without conditions; and (v) the TSXV Approval shall have been obtained, without conditions, other than any conditions acceptable to Vendor in its sole and absolute discretion. (b) If any of the conditions precedent in Clause 3.2(a) has not been satisfied, complied with or waived by Vendor at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either may terminate this Agreement by written notice to YC, Purchaser prior to the Closing Time. (c) If Vendor terminates this Agreement as provided in which case the provisions of sections 2.5(c)(iiiClause 3.2(b), Purchaser and Vendor shall be released and discharged from the further performance of any duties or obligations under this Agreement except as provided in this Clause 3.2(c) and Clauses 11.2 and 12.11; subject to the following: (ivi) If Vendor terminates this Agreement as provided in Clause 3.2(b) as a consequence of the conditions precedent set forth in Clause 3.2(a)(i) or (vii) not having been satisfied, then Vendor and Purchaser shall forthwith instruct Vendor's Solicitors to release the Cash Deposit and Deposit Interest, and to deliver the Non-Cash Deposit, to Vendor and: (A) Vendor shall be applicableentitled to retain the Cash Deposit and Deposit Interest; and (B) Vendor shall be entitled to Purchaser's entire right title and interest in and to the Deposit Lands, as evidenced by the Quit Claim and Conveyance; as liquidated damages, being the Parties' good faith estimate of the damages that Vendor will suffer as a consequence of the termination of this Agreement in such circumstances, and Vendor's sole and exclusive right and recourse against Purchaser shall be limited to the Cash Deposit, the Deposit Interest and the Non-Cash Deposit, provided that: (i) in furtherance of the Quit Claim and Conveyance and the forfeiture by Purchaser of its interest in the Deposit Lands as provided herein, Purchaser shall forthwith thereafter deliver to Vendor such further specific conveyances as are required to transfer Purchaser's interest in the Deposit Lands to Vendor, as well as all of Purchaser's files and records in respect of the Deposit Lands; and (ii) Vendor shall not have any Claims against Purchaser under this Agreement or waive compliance in connection with the Assets or otherwise in connection with the Transaction, other than Purchaser's entitlement to the Deposit and the Deposit Interest or pursuant to Clauses 7.7, 11.2 and 12.11, which shall survive any such condition without prejudice termination. (ii) If Vendor terminates this Agreement as provided in Clause 3.2(b) as a consequence of the conditions precedent set forth in Clause 3.2(a)(iii) or 3.2(a)(iv) not having been satisfied or complied with, Vendor and Purchaser shall forthwith instruct Vendor's Solicitors to its right of termination in return the event of nonCash Deposit and Deposit Interest, and to deliver the Non-fulfilment of Cash Deposit, to Purchaser and neither Party shall have any Claims against any other conditionParty under this Agreement or in connection with the Assets or otherwise in connection with the Transaction, other than Purchaser's entitlement to the Deposit and the Deposit Interest or pursuant to Clauses 11.2 and 12.11, which shall survive any such termination.

Vendor’s Conditions. The obligation of Vendor shall not be obligated to complete the Transaction unlessPurchase in accordance with this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions listed below in this section has been satisfied(collectively, it being understood that the said conditions are included "Vendor's Conditions") each of which is acknowledged to be inserted for the exclusive benefit of the VendorVendor and may be waived by Vendor in whole or in part: (a) 8.1 Correctness and Accuracy of Representations and Warranties The representations and warranties of YC Purchaser contained in Article 5 shall be correct and accurate in all material respects as at the Closing Time with the same effect as if made at and as of the Closing Time (except to the extent those representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be correct and accurate in all material respects on and as of such earlier date, and except to the extent that such representations and warranties are affected by actions and omissions consented to or waived by Vendor), and Vendor shall have received a certificate to that effect at or before the Closing Time from a Senior Officer of Purchaser. 8.2 Performance of Obligations Purchaser shall, at or before the Closing Time, have performed or complied with, in all material respects, all its obligations, covenants and agreements under this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part required to be performed or complied with by it prior to or on the Closing Time, and Vendor shall have received a certificate to that effect at or before the Closing DateTime from a Senior Officer of Purchaser. 8.3 Governmental Approvals, Consents, and Authorizations (a) The Required Approvals shall have been obtained and shall be in full force and effect. (b) All other Authorizations of any Government Authority required in connection with the completion of the Purchase in accordance with this Agreement shall have been obtained and be in full force and effect, other than any such Authorizations, the failure of which to obtain would not enjoin, materially restrict, prohibit or make illegal the Purchase. (c) As evidence of There shall not be in effect any Applicable Law which enjoins, materially restricts, prohibits or makes illegal the satisfaction of the conditions in sections 7.1 (a) and (b)Purchase, YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect provided that as of the Closing Time all other conditions set forth in this section Authorizations from Government Authorities have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate obtained. 8.4 Other Consents and Approvals All Authorizations (other than Authorizations from a Government Authority) required in connection with the completion of the Transaction shall not constitute a waiver (Purchase in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to accordance with this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been grantedobtained, obtained other than those consents and received unconditionally approvals, the failure of which to obtain, individually or on terms satisfactory to in the Vendoraggregate, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced would not enjoin, materially restrict, prohibit or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting make illegal the completion of the Transaction. If Purchase in accordance with this Agreement. 8.5 No Injunctions or Restraints No restraining order, injunction or other order or decree issued by any condition Government Authority of competent jurisdiction enjoining, restraining or otherwise preventing the completion of the Purchase in accordance with this section has not been fulfilled on or before Agreement shall be in effect; provided, however, that each of the Closing Date or if Parties shall use commercially reasonable efforts to prevent the entry of any such condition is restraining order, injunction or becomes impossible other order or decree and to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with cause any such condition without prejudice restraining order, injunction or other order or decree that may be entered to its right be vacated or otherwise rendered of termination in the event of non-fulfilment of any other conditionno effect.

Vendor’s Conditions. The obligation of the Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each is subject to fulfilment of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendorfollowing conditions: (a) The representations the Purchaser shall have completed all necessary steps and warranties of YC in this Agreement all necessary proceedings shall be true and correct on have been taken to authorize the Closing Date.transactions contemplated hereby; (b) YC the Purchaser shall have performed and complied with all of the terms terms, covenants and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on by it at or before prior to the Closing Date.Time on the Closing Date including the payment of the Purchase Price in accordance with Section 2.2; (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver parties to the Vendor at Transaction Agreements, other than the Closing Time a certificate of YC confirming Vendor, shall have executed and delivered the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable Transaction Agreements to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9.; (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonablyXxxxxx Xxxxxxxxx, Xxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, PricewaterhouseCoopers Inc., Xxxxxxx Xxxxxxxx, INII, the Purchaser and Cornell Capital Partners LLP shall have executed full, final and mutual releases in respect of all matters including, but not limited to, those which are the subject of the civil litigation currently proceeding in the Ontario Superior Court of Justice in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws.Purchaser; (e) The execution and delivery by the Vendor Regulatory Approval shall have been grantedof an Assignment in the form attached hereto as Schedule 1.1(a); (f) execution and delivery by each of Xxxxxx Xxxxxxxxx, obtained Xxx Xxxxxxxxx and received unconditionally Xxx Xxxxxxxxx of Non-Competition and Non-Solicitation Agreements and Transition Services Contracts in the form attached hereto as Schedules 1.1(l) and 1.1(s), respectively; (g) delivery of a certified cheque or on terms satisfactory wire transfer payment to the Vendor in the amount of THIRTY-FIVE THOUSAND CANADIAN DOLLARS (CDN$35,000) from PricewaterhouseCoopers Inc. as an authorized distribution pursuant to the Indebtedness; and (h) execution and delivery by the Purchaser of a hold harmless agreement in favour of the Vendor and Xxx Xxxxxxxxx, in form and content acceptable to the Vendor, acting reasonably. (f) No Order shall have been in respect of any claims made by Body Plus Nutritional Products Inc. or Xxxxxx Xxxxxxxx in connection with the Distribution Agreement and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion actions of the Transaction. If any condition in this section has not been fulfilled on or before parties thereunder after the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other conditionDate.

Vendor’s Conditions. The Vendor shall not be obligated Purchaser acknowledges and agree that the obligations of each of the Vendors to complete the Transaction unlesstransactions contemplated by this Agreement, at including the sale of the Purchased Shares, shall be subject to the following conditions being satisfied on or before prior to the Closing TimeDate, each of the conditions listed below in this section has been satisfied, it being understood that the said which conditions are included for the exclusive benefit of the VendorVendors and may be waived, in whole or in part, by the Vendors in their sole and absolute discretion: (a) The all of the representations and warranties of YC the Purchaser made in or pursuant to this Agreement shall be true and correct on in all material respects as at the Closing Date.Time and with the same effect as if made at and as of the Closing Time; (b) YC there shall be no prohibition under applicable Laws against the consummation of the transactions contemplated by this Agreement; (c) there shall be no Order issued delaying, restricting or preventing, and no pending or threatened Claim, or judicial or administrative proceeding, or investigation against any Party by any Person, for the purpose of enjoining, delaying, restricting or preventing, the consummation of the transactions contemplated by this Agreement or otherwise claiming that this Agreement or the consummation of such transactions is improper or would give rise to proceedings under any Laws; (d) the Purchaser shall have: (i) filed the Prospectus with the Canadian securities regulators in connection with the Listing on the Exchange, and obtained a final receipt for the Prospectus from Canadian securities regulators in each applicable jurisdiction; (ii) completed the Financing; (iii) not less than $3,000,000 of working capital (provided that the $250,000 Promissory Note dated April 20, 2020 between the Corporation and the Purchaser shall comprise part of the $3,000,000 working capital); and (iv) received of all required approvals in connection with the Prospectus and the Listing, including, without limitation, the conditional approval of the Exchange for the Listing, with Listing subject to fulfilling the customary listing requirements of the Exchange; and (e) the Purchaser shall have performed or complied with, in all respects, all its obligations and complied with all of the terms and conditions in covenants under this Agreement and the Payment Undertaking on its part to be performed Vendors shall have received a certificate from the Purchaser confirming such performance or complied with on or before the Closing Date.compliance; and (cf) As evidence the board of directors of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor Purchaser at the Closing Time a certificate shall consist of YC confirming the matters in sections 7.1 (ai) and (b) and to the effect that as two nominees of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate Vendors (Xxxxxxxx Xxxxxx and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this AgreementXxxxxx Xxxxxx, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the nonan Executive Co-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iiiChair), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.and

Vendor’s Conditions. (a) The obligation of Vendor shall not be obligated to complete the Transaction unlessand sell and convey the Assets to Purchaser is subject to the following conditions precedent, which are inserted into and made part of this Agreement for the exclusive benefit of Vendor and may be waived only by Vendor with the exception of those matters set forth in Sections 3.2(a)(iii) and 3.2(a)(vi) which cannot be waived: (i) the representations and warranties of Purchaser set forth in Clause 5.3: (A) shall be true and correct in all material respects as of the date of this Agreement; and (B) shall be true and correct in all material respects as of the Closing Date; or, in each case, shall be true and correct in all material respects as of such other date or dates as specified therein, and all obligations and covenants of Purchaser in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect to the payments, agreements, certificates and other instruments and documents to be made and delivered at the Closing Time by Purchaser pursuant to Clause 4.2) shall have been performed or complied with in all material respects; (ii) at the Closing Time, Purchaser shall have duly made and delivered the payments, agreements, certificates and other instruments and documents required pursuant to Clause 4.2, including the share certificate representing the Consideration Shares; (iii) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time; (iv) all Third Party consents normally acquired prior to closing a transaction of this nature or where such consent may be unreasonably withheld shall have been received; (v) Purchaser shall have received conditional listing approval of the TSX in respect of the issuance of the Consideration Shares; and (vi) all applicable and required regulatory and Governmental Authority approvals, including Competition Act Approval, shall have been received. (b) If any of the conditions precedent in Subclause 3.2(a) have not been satisfied, complied with or waived by Vendor at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the then Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either may terminate this Agreement by written notice to YCPurchaser prior to the Closing Time and the Parties shall be released and discharged from all further obligations hereunder, in which case except with respect to those rights and obligations arising pursuant to the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other conditionClause 11.11.

Vendor’s Conditions. [Deleted for Confidentiality Purposes] (a) [Deleted for Confidentiality Purposes] (b) [Deleted for Confidentiality Purposes], Purchaser shall have performed or complied in all material respects with all such obligations, conditions and terms of this Agreement to be performed or complied with by Purchaser prior to or at Closing, and a Certificate dated as of the Closing Time to that effect shall have been delivered to Vendor at Closing; (c) The representations and warranties of Purchaser herein contained shall be true in all material respects when made and as of the Closing Time, and a Certificate dated as of the Closing Time to that effect shall have been delivered by Purchaser to Vendor at Closing; (d) All amounts to be paid by Purchaser to Vendor at Closing shall have been paid to Vendor in the form stipulated in this Agreement; (e) The Parties shall have received the Competition Act (Canada) clearance by way of Advance Ruling Certificate, exemption or filing, as set out in this Agreement and in accordance with the provisions of the Competition Act (Canada) for this transaction, on or before the Closing Time; If any one or more of the foregoing conditions precedent has or have not be obligated to complete the Transaction unlessbeen satisfied, complied with, or waived by Vendor, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting in addition to any rights or other remedies which 195786\614696.v6 Vendor may have available to the Vendor at law or in equityit, either terminate rescind this Agreement by written notice to YCPurchaser. If Vendor rescinds this Agreement as a result of one or more of the foregoing conditions precedent other than Clause 3.2(e) not having been satisfied, complied with or waived by the Vendor, Vendor shall, in addition to any other remedies which case Vendor may have available to it, be entitled to retain the provisions Deposit as liquidated damages and not as a penalty, provided that if Vendor rescinds this Agreement as a result of sections 2.5(c)(iiithe condition precedent set out in Clause 3.2(e) not being satisfied, complied with or waived, then the Vendor shall forthwith return the Deposit to the Purchaser with interest accrued thereon at the Prime Rate calculated from the date paid to Vendor until the date the Deposit is returned to Purchaser. Notwithstanding the foregoing, if Purchaser rescinds this Agreement as a result of the condition precedent in Clause 3.1(i) not having been satisfied, complied with or waived by Purchaser, Vendor's only recourse shall be to retain the Deposit with interest accrued thereon (and to enforce payment of any portion of the Deposit not paid as required hereunder), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other conditionas aforesaid.

Vendor’s Conditions. ‌ The obligation of the Vendor shall not be obligated to complete the Transaction unless, at sale of the Unit shall be subject to satisfaction or waiver of the following conditions on or before the Closing Timedates set forth: (a) The Vendor obtaining all requisite permits, each approvals and consents, including consent from the New Home Buyer Protection Office, and obtaining financing satisfactory to the Vendor in its sole discretion for construction of the conditions listed below Project, and receiving a sufficient number of firm sale agreements in this section has been satisfiedthe Vendor’s sole discretion to enable it to proceed with construction of the Project, it and being understood that satisfied generally with the said conditions feasibility of the project in the Vendor’s sole and absolute discretion, on or before October 31, 2022, (the “Vendor’s Conditions”). The Vendor's Conditions are included inserted for the exclusive benefit of the Vendor: (a) The representations Vendor and warranties of YC in this Agreement shall may be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to waived by the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (any time in whole or in part) of, on or have prior to the effect of modifying or qualifying in any way, any time for satisfaction of the representations and warranties same. Each of YC made the Vendor's Conditions shall be deemed to have been satisfied within the time limits set forth above, in the event the Vendor has NOT delivered to the Purchaser by the respective date on which such condition is to be satisfied, written notification from the Vendor that such condition HAS NOT been satisfied or pursuant to waived. Unless otherwise set out in this Agreement, each of which shall survive in the Closing and remain in full force and effect for the benefit event that any one or more of the Vendor as provided in Article 9. (d) YC Vendor's Conditions is not waived or satisfied within the prescribed times, then this Agreement shall be terminated, whereupon the Deposit paid by the Purchaser shall be forthwith returned to the Purchaser without interest, and this Agreement shall thereupon be null and void, and of no further force or effect, and the Buyer Vendor shall have delivered to not liable for any costs or damages (whether direct or indirect) suffered by the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than Purchaser as a result of or in connection with this Agreement or the failure termination thereof. Upon waiver by the Vendor or satisfaction (or deemed satisfaction) of all of the Vendor to comply with its obligations under this AgreementVendor’s Conditions and waiver or satisfaction (or deemed satisfaction) of all of the Purchaser’s Conditions, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) Deposit shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other conditionrefundable except as otherwise expressly stated herein.