Common use of FIRST CLOSING TRANSACTIONS Clause in Contracts

FIRST CLOSING TRANSACTIONS. Subject to the terms and conditions set forth in this Agreement, at the First Closing, (a) the Company shall issue, sell and deliver to the Purchaser 8,800,000 Common Shares of the Company (the "COMMON SHARES") in exchange for 790,000 shares of common stock of the Purchaser (the "FOREST SHARES") to be issued, sold and delivered by the Purchaser to the Company; (b) the Company shall issue, sell and deliver to the Purchaser 3,000,000 Redeemable Preferred Shares, Series B (the "SERIES B PREFERRED SHARES"), having (i) the rights, privileges, restrictions and conditions set out in Exhibit A attached hereto, and (ii) the collateral security set out in Exhibit "G" hereto and the Purchaser shall deliver a certified cheque or bank draft for $3,000,000 as payment for the Series B Preferred Shares; (c) the Company and the Purchaser shall execute and deliver the Prospectus Agreement substantially in the form of Exhibit B attached hereto; (the "PROSPECTUS AGREEMENT"). (d) the Company and the Purchaser shall execute and deliver the Company Registration Rights Agreement substantially in the form of Exhibit C attached hereto (the "COMPANY REGISTRATION RIGHTS AGREEMENT").

FIRST CLOSING TRANSACTIONS. Subject to the terms and conditions set forth in this Agreement, at the First Closing, (a) the Company shall issue, sell and deliver to the Purchaser 8,800,000 Common Shares of the Company (the "COMMON SHARESCommon Shares") in exchange for 790,000 shares of common stock of the Purchaser (the "FOREST SHARESForest Shares") to be issued, sold and delivered by the Purchaser to the Company; (b) the Company shall issue, sell and deliver to the Purchaser 3,000,000 Redeemable Preferred Shares, Series B (the "SERIES Series B PREFERRED SHARESPreferred Shares"), having (i) the rights, privileges, restrictions and conditions set out in Exhibit A attached hereto, and (ii) the collateral security set out in Exhibit "G" hereto and the Purchaser shall deliver a certified cheque or bank draft for $3,000,000 as payment for the Series B Preferred Shares; (c) the Company and the Purchaser shall execute and deliver the Prospectus Agreement substantially in the form of Exhibit B attached hereto; (the "PROSPECTUS AGREEMENTProspectus Agreement"). (d) the Company and the Purchaser shall execute and deliver the Company Registration Rights Agreement substantially in the form of Exhibit C attached hereto (the "COMPANY REGISTRATION RIGHTS AGREEMENTCompany Registration Rights Agreement").