Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The respective obligations of each party hereto to complete the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions, none of which may be waived unilaterally by any Party in whole or in part: (a) the Arrangement, with or without amendment, shall have been approved at the Meeting in accordance with the Interim Order; (b) the Interim Order and the Final Order shall have been obtained in form and substance satisfactory to the Company and Newco; (c) the TSX shall have received notice of the Arrangement in accordance with their rules and policies, and shall have no objection to the Arrangement as of the Effective Date; (d) the TSX, or such other recognized stock exchange acceptable to Newco, shall have conditionally approved the listing of the Newco Common Shares issuable under the Arrangement, subject to compliance with the requirements of the TSX or such other stock exchange; (e) the transactions contemplated in the Purchase Agreement shall have been completed or deemed to be completed; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement; (g) all material regulatory requirements shall have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (h) none of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights shall not have been exercised prior to the Effective Date by holders of 0.5% or more of the Common Shares; and (j) this Agreement shall not have been terminated under Article 4.

Mutual Conditions Precedent. The respective obligations obligation of each party the parties hereto to complete the transactions contemplated by this Agreement Agreement, including the Arrangement and the obligation of each of High Fusion and Neural to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions, none of which may be waived unilaterally by any Party in whole or in part: (a) the ArrangementInterim Order shall have been granted in form and substance satisfactory to High Fusion and Neural, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Neural, to the extent required by, and in accordance with applicable Laws and the constating documents of Neural; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by High Fusion Shareholders at the Meeting Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of High Fusion, applicable Laws and the requirements of any applicable regulatory authorities; (bd) the Interim Order Name Change and the Continuance, with or without amendment, shall have been approved by the required number of votes cast by High Fusion Shareholders at the Meeting, in accordance with the constating documents of High Fusion, applicable Laws and the requirements of any applicable regulatory authorities; (e) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the High Fusion Shareholders and the Final Order shall have been obtained granted in the form and substance satisfactory to the Company and Newco; (c) the TSX shall have received notice of the Arrangement in accordance with their rules and policiesHigh Fusion, and shall have no objection to the Arrangement as of the Effective Date; (d) the TSX, or such other recognized stock exchange acceptable to Newco, shall have conditionally approved the listing of the Newco Common Shares issuable under the Arrangement, subject to compliance with the requirements of the TSX or such other stock exchange; (e) the transactions contemplated in the Purchase Agreement shall not have been completed set aside or deemed modified in a manner unacceptable to be completedHigh Fusion, on appeal or otherwise; (f) the Neural Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (g) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by High Fusion to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to High Fusion; (h) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there shall will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this AgreementAgreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (g) all material regulatory requirements shall have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (hi) none of the consents, orders, regulations rulings, approvals or approvals contemplated herein shall assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonablyHigh Fusion; (ij) dissent rights no Laws, regulation or policy shall not have been exercised prior proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Effective Date by Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon High Fusion Shareholders if the Plan of Arrangement is completed as set out in this Agreement; (k) no material fact or circumstance, including the fair market value of the Neural Shares, shall have changed in a manner which would have a material adverse effect upon High Fusion or the High Fusion Shareholders if the Plan of Arrangement is completed; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (m) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (n) the Parties shall take the steps necessary to satisfy the requirements for Neural to become a Reporting Issuer following the completion of the Plan of Arrangement; (o) holders of 0.5shares representing no more than 5% or more of votes attaching to the Common High Fusion Shares, in the aggregate, shall have exercised their Dissent Rights; and (jp) this Agreement shall not have been terminated under Article 4pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligations of each party the parties hereto to complete the transactions contemplated by this Agreement and to file the documents required to give effect to the Arrangement shall be subject to satisfaction of the satisfaction, following conditions on or before the Effective Date, of the following conditions, none any of which (except for those provided for in Sections (a), (b), (c), (d), (e), (f), (i), (j), (k) (l) and (t)) may be waived unilaterally by any Party party hereto in whole or in partpart without prejudice to such party's right to rely on any other of them: (a) the Arrangement, with or without amendment, Arrangement shall have been approved and adopted by Lincoln Shareholders at the Lincoln Meeting by Special Resolution in accordance with the Interim OrderOrder and the Arrangement shall have otherwise been approved and adopted by the requisite majorities of persons entitled or required to vote thereon as determined by the Court; (b) LPT, as the sole shareholder of LPT Sub, shall have approved the Arrangement; (c) the Interim Order and the Final Order shall have been obtained from the Court in form and substance satisfactory to the Company and Newco; (c) the TSX shall have received notice manner contemplated by Section 2.02 of the Arrangement in accordance with their rules and policies, and shall have no objection to the Arrangement as of the Effective Datethis Agreement; (d) the TSX, or such other recognized stock exchange acceptable to Newco, Exchange shall have conditionally approved accepted the listing Arrangement, the Consolidation, the Private Placement and the other transactions contemplated by this Agreement as part of LPT's "Qualifying Transaction" under the rules and policies of the Newco Common Shares issuable under the ArrangementExchange, subject to compliance with the usual requirements of the TSX or such other stock exchangeExchange; (e) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders, necessary or desirable for the completion of the transactions contemplated provided for in this Agreement and the Purchase Agreement Plan of Arrangement shall have been completed obtained or deemed to be completedreceived from the persons, authorities or bodies having jurisdiction in the circumstances; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this AgreementAgreement and the Arrangement; (g) all material regulatory requirements Lincoln and LPT shall have been complied with received advice of tax counsel confirming the Canadian and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion United States tax consequences of the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction Arrangement as described in the circumstancesInformation Circular; (h) none of the consents, orders, regulations or approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by any of the Company or Newcoparties hereto, acting reasonably; (i) dissent rights shall not the various issuances and exchanges of Lincoln Shares, Post Consolidation LPT Shares, warrants or other securities convertible or exercisable to acquire Post Consolidation LPT Shares and the certificates representing such securities as contemplated by the Arrangement will have been exercised prior approved by all necessary corporate action to permit such securities to be issued, if applicable, as fully paid and non-assessable and will be exempt from the registration requirements of the 1933 Act and the registration and prospectus requirements of applicable securities laws in each of the Provinces of Canada in which holders of Lincoln Shares are resident; and such LPT securities will not be subject to hold periods under the securities laws of Canada or the United States except as may be imposed by Rules 144 and 145 under the 1933 Act with respect to affiliates or except as disclosed in the Information Circular or except by reason of the existence of any controlling interest in LPT pursuant to the Effective Date by holders securities laws of 0.5% or more of the Common Shares; andany applicable jurisdiction; (j) this Agreement shall not have been terminated under Article 4Six; (k) the Continuance shall have been approved by Special Resolution at the Lincoln Meeting and the Continuance shall have been completed; (l) the Consolidation shall have been approved by Ordinary Resolution at the LPT Meeting and the Consolidation shall have been made effective under the BCBCA; (m) the Name Change shall have been made effective under the BCBCA; (n) the Debt Settlement shall have been completed, subject to completion of the Arrangement; (o) the Escrowed Shares shall have been transferred to persons designated by Lincoln; (p) all of the outstanding Lincoln Options shall have been cancelled; (q) all of the outstanding LPT Options shall have been cancelled; (r) the Advance shall have been paid to Lincoln; (s) the Private Placement shall have been completed; (t) the Arrangement Filings shall have been accepted for filing by the Registrar; and (u) dissent rights shall not have been exercised with respect to either the Continuance or the Arrangement by holders of Lincoln Shares which will in the aggregate represent 5% or more of the Lincoln Shares outstanding on the Lincoln Record Date.

Mutual Conditions Precedent. The respective obligations of each party hereto ▇▇▇, Subco and GLC to complete the Amalgamation are subject to the satisfaction of the following conditions on or prior to the Effective Date, each of which may be waived only with the consent in writing of ▇▇▇, Subco and GLC: (a) All consents, waivers, permits, exemptions, orders and approvals required to permit the completion of the Amalgamation, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on GLC or ▇▇▇ or materially impede the completion of the Amalgamation, shall have been obtained; (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Amalgamation shall have been issued by any federal, state, or provincial court having jurisdiction and remain in effect; (c) The approval of the Acquisition and any related transactions by the CSE. (d) The ▇▇▇ Shares to be issued pursuant to the Amalgamation shall have been approved for listing on the CSE, subject to normal conditions on the Effective Date or as soon as practicable thereafter; (e) On the Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the ▇▇▇ ▇▇▇▇▇▇, the GLC Shares or the Amalco Shares shall be in effect; (f) There shall not be pending or threatened any suit, action or proceeding by any Governmental entity, before any court or governmental authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Amalgamation or any of the other transactions contemplated by this Agreement shall be subject or seeking to the satisfactionobtain from ▇▇▇, on Subco or before the Effective DateGLC any damages that are material in relation to ▇▇▇, of the following conditions, none of which may be waived unilaterally by any Party in whole or in part: (a) the Arrangement, with or without amendment, shall have been approved at the Meeting in accordance with the Interim OrderSubco and GLC; (b) the Interim Order and the Final Order shall have been obtained in form and substance satisfactory to the Company and Newco; (c) the TSX shall have received notice of the Arrangement in accordance with their rules and policies, and shall have no objection to the Arrangement as of the Effective Date; (d) the TSX, or such other recognized stock exchange acceptable to Newco, shall have conditionally approved the listing of the Newco Common Shares issuable under the Arrangement, subject to compliance with the requirements of the TSX or such other stock exchange; (e) the transactions contemplated in the Purchase Agreement shall have been completed or deemed to be completed; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement; (g) all material regulatory requirements shall have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (h) none of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights shall not have been exercised prior to the Effective Date by holders of 0.5% or more of the Common Shares; and (j) this Agreement shall not have been terminated under Article 4.

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete consummate the transactions contemplated by this Agreement shall be hereby, and in particular the Arrangement, are subject to the satisfaction, on or before the Effective DateDate or such other time specified, of the following conditions, none any of which may be waived unilaterally by the mutual written consent of such Parties without prejudice to their right to rely on any Party in whole or in partother of such conditions: (a) the ArrangementInterim Order shall have been granted in form and substance satisfactory to Rockshield, AcquiCo and OppCo, acting reasonably, and such Interim Order shall not have been set aside or modified in a manner unacceptable to Rockshield, AcquiCo and OppCo, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the Rockshield Shareholders at the Rockshield Meeting in accordance with the Arrangement Provisions, the constating documents of Rockshield, the Interim Order and the requirements of any applicable regulatory authorities; (c) the Arrangement and this Agreement, with or without amendment, shall have been approved at by the Meeting AcquiCo Shareholder(s) and the OppCo Shareholder(s) to the extent required by law, and in accordance with with, the Interim OrderArrangement Provisions and the constating documents of AcquiCo and OppCo; (bd) the Interim Order and the Final Order shall have been obtained granted in form and substance satisfactory to the Company Rockshield and Newco; (c) the TSX shall have received notice each of the Arrangement in accordance with their rules AcquiCo and policiesOppCo, and shall have no objection to the Arrangement as of the Effective Date; (d) the TSX, or such other recognized stock exchange acceptable to Newco, shall have conditionally approved the listing of the Newco Common Shares issuable under the Arrangement, subject to compliance with the requirements of the TSX or such other stock exchangeacting reasonably; (e) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions contemplated provided for in this Agreement and the Purchase Agreement Plan of Arrangement shall have been completed obtained or deemed received from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to be completedRockshield and each of AcquiCo and OppCo; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement; (g) all material regulatory requirements shall have been complied with Agreement and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (h) none of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights shall not have been exercised prior to the Effective Date by holders of 0.5% or more of the Common SharesArrangement; and (jg) this Agreement shall not have been terminated under Article 47. Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by either of Rockshield, AcquiCo or OppCo, as the case may be, at its discretion.

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete consummate the transactions contemplated by this Agreement shall be hereby, and in particular the Arrangement, are subject to the satisfaction, on or before the Effective DateDate or such other time specified, of the following conditions, none any of which may be waived unilaterally by the mutual written consent of such Parties without prejudice to their right to rely on any Party in whole or in partother of such conditions: (a) the ArrangementInterim Order shall have been granted in form and substance satisfactory to the Parties, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the ▇▇▇▇▇ Shareholders at the ▇▇▇▇▇ Meeting in accordance with the Arrangement Provisions, the constating documents of ▇▇▇▇▇, the Interim Order and the requirements of any applicable regulatory authorities; (c) the Arrangement and this Agreement, with or without amendment, shall have been approved at by the Meeting 1020410 Shareholder, 1020416 Shareholder, 1020673 Shareholder and 1020680 Shareholder to the extent required by, and in accordance with with, the Interim OrderArrangement Provisions and the constating documents of each of 1020410, 1020416, 1020673 and 1020680; (bd) the Interim Order and the Final Order shall have been obtained granted in form and substance satisfactory to the Company and Newco; (c) the TSX shall have received notice of the Arrangement in accordance with their rules and policiesParties, and shall have no objection to the Arrangement as of the Effective Date; (d) the TSX, or such other recognized stock exchange acceptable to Newco, shall have conditionally approved the listing of the Newco Common Shares issuable under the Arrangement, subject to compliance with the requirements of the TSX or such other stock exchangeacting reasonably; (e) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions contemplated provided for in this Agreement and the Purchase Agreement Plan of Arrangement shall have been completed obtained or deemed received from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to be completedthe Parties; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement; (g) all material regulatory requirements shall have been complied with Agreement and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (h) none of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights shall not have been exercised prior to the Effective Date by holders of 0.5% or more of the Common SharesArrangement; and (jg) this Agreement shall not have been terminated under Article 47. Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by any of the Parties, as the case may be, at its discretion.

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete consummate the transactions contemplated by this Agreement shall be hereby, and in particular the completion of the Amalgamation, are subject to the satisfaction, on or before the Effective DateDate or such other time specified, of the following conditions, none of which may be waived unilaterally by any Party in whole or in part: (a) The Aqua-Eo Shareholders will have approved the ArrangementAmalgamation, with if required, and approved or without amendmentconsented to such other matters as either Aqua-Eo or Tevano, shall have been approved at the Meeting acting reasonably, will consider necessary or desirable in accordance connection with the Interim OrderAmalgamation in the manner required thereby; (b) The shareholders of Tevano will have approved the Interim Order Amalgamation, if required, and approved or consented to such other matters as either Tevano or Aqua-Eo, acting reasonably, will consider necessary or desirable in connection with the Final Order shall Amalgamation in the manner required thereby; (c) All governmental, court, regulatory, stock exchange, third person and other approvals, consents, waivers, orders, exemptions, agreements and all amendments and modifications to agreements, indentures and arrangements which Tevano or Aqua-Eo will consider necessary or desirable in connection with the Amalgamation and not otherwise specifically described in this Agreement will have been obtained in form and substance satisfactory to the Company Tevano and Newco; (c) the TSX shall have received notice of the Arrangement in accordance with their rules and policiesAqua-Eo, and shall have no objection to the Arrangement as of the Effective Dateacting reasonably; (d) There will have been no action taken under any Applicable Laws or by any government or governmental or regulatory authority which: (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the TSXcompletion of the Amalgamation; or (ii) results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Amalgamation which is, or such other recognized stock exchange acceptable could be, materially adverse to NewcoTevano or Aqua-Eo, shall have conditionally approved the listing of the Newco Common Shares issuable under the Arrangement, subject to compliance with the requirements of the TSX or such other stock exchangerespectively; (e) The distribution of the transactions contemplated in Tevano Shares pursuant to the Purchase Agreement shall have been completed or deemed to Amalgamation will be completedexempt from the prospectus and registration requirements of applicable Canadian securities laws by virtue of applicable exemptions under Applicable Canadian Securities Laws; (f) there There are reasonable grounds for believing that no creditor of either Aqua-Eo or SubCo will be materially prejudiced by the Amalgamation; (g) The availability of prospectus exemptions for the Amalgamation under Applicable Canadian Securities Laws and the availability of registration exemptions for the Amalgamation under applicable securities laws of the United States in respect of Tevano Shares to be issued in the United States; (h) The Effective Date of the Amalgamation shall have occurred on or prior to the Outside Date; and (i) There will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement; (g) all material regulatory requirements shall have been complied with Agreement and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary the Amalgamation. The foregoing conditions are for the completion mutual benefit of Tevano and SubCo on the one hand and Aqua-Eo on the other hand and may be waived, in whole or in part, jointly by the Parties at any time. If any of the transactions provided for in this Agreement shall have been obtained foregoing conditions are not satisfied or received from the Persons, authorities waived on or bodies having jurisdiction in the circumstances; (h) none of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights shall not have been exercised prior to before the Effective Date by holders of 0.5% or more of the Common Shares; and (j) then a Party may terminate this Agreement shall by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not have been terminated under Article 4the result, directly or indirectly, of such terminating Party’s breach of this Agreement.

Mutual Conditions Precedent. The respective obligations of each party hereto Parentco, Subco and Zemex to complete the transactions contemplated by this Agreement shall be Arrangement are subject to the satisfaction, on or before the Effective Date, satisfaction of the following conditionsconditions on or prior to the Closing Date, none each of which may be waived unilaterally by any Party only with the consent in whole or in partwriting of Parentco and Zemex: (a) the Arrangement, with or without amendment, The Securityholders shall have been approved the Arrangement Resolution at the Special Meeting in accordance with the Interim Order and in accordance with any conditions which may be imposed in the Interim Order;. (b) the Interim Order and the The Final Order shall have been obtained entered by the Court in form and substance satisfactory to the Company each of Zemex and Newco;Parentco, each acting reasonably. (c) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the TSX shall have received notice consummation of the Arrangement in accordance with their rules and policies, and shall have no objection to the Arrangement as of the Effective Date;been issued by any federal, state or provincial court (whether domestic or foreign) having jurisdiction and remain in effect. (d) There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, before any court or other Governmental Entity, that has a significant likelihood of success, seeking to restrain or prohibit the TSX, or such other recognized stock exchange acceptable to Newco, shall have conditionally approved the listing consummation of the Newco Common Shares issuable under the Arrangement, subject to compliance with the requirements Arrangement or any of the TSX other transactions contemplated by this Agreement or such any other stock exchange;Transaction Document. (e) The parties shall have received from CFIUS a letter stating that such committee has reviewed the information submitted to it regarding the proposed transaction, that there are no issues of national security under the Exon-F▇▇▇▇▇ Amendment, and that no action with respect to the transactions contemplated in hereby will be taken, or the Purchase Agreement review, under the appropriate regulations, shall have been completed or deemed concluded without any notification that such transactions are to be completed;suspended or terminated. (f) there On the Effective Date, no cease trade order or similar restraining order that has been entered by the SEC, the OSC or any other securities regulatory authority in relation to the Shares shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement; (g) all material regulatory requirements shall have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (h) none of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights shall not have been exercised prior to the Effective Date by holders of 0.5% or more of the Common Shares; and (j) this Agreement shall not have been terminated under Article 4effect.

Mutual Conditions Precedent. The respective obligations of each party hereto VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne and Limitless to complete the transactions contemplated by this Agreement shall be ‎Business Combination are subject to the satisfaction, on or before the Effective Date, satisfaction of the following conditionsconditions on or prior to the ‎Effective Date, none each of which may be waived unilaterally by any Party only with the consent in whole or in part:writing of s‎BetOne, Bismark, Limitless and VON Acquisition:‎ (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit ‎the completion of the ArrangementBusiness Combination, with the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless or without amendmentVON Acquisition or ‎materially impede the completion of the Business Combination, shall have been approved at the Meeting in accordance with the Interim Order;‎obtained;‎ (b) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the Interim Order and consummation of the Final Order Business Combination shall have been obtained issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction and remain in form and substance satisfactory to the Company and Newco;effect;‎ (c) the TSX shall have received notice of the Arrangement in accordance with their rules and policies, and shall have no objection to the Arrangement as of on the Effective Date;, no cease trade order or similar restraining order of any other ‎provincial securities administrator relating to the VON Acquisition Shares, the shares of s‎BetOne Common Stock, the Bismark Shares, the Limitless Shares, the A▇▇▇▇▇▇ ▇▇▇▇▇ Shares, the US Subco Shares, or the ‎Amalco Shares shall be in effect;‎ (d) the TSX, or such other recognized stock exchange acceptable to Newco, shall have conditionally approved the listing of the Newco Common Shares issuable under the Arrangement, subject to compliance with the requirements of the TSX or such other stock exchange; (e) the transactions contemplated in the Purchase Agreement shall have been completed or deemed to be completed; (f) there shall not be in force pending or threatened any order suit, action or decree restraining proceeding by any Governmental ‎Entity, before any court or enjoining Governmental Authority, agency or tribunal,‎ domestic or foreign, that has a significant likelihood of success, seeking to restrain or ‎prohibit the consummation of the transactions Business Combination or any of the other ‎transactions contemplated by this Agreement; (g) all material regulatory requirements shall have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (h) none of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights shall not have been exercised prior to the Effective Date by holders of 0.5% or more of the Common Shares; Agreement;‎ and (je) this Agreement shall not have been terminated under Article 4.in accordance with its terms.‎

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete the transactions contemplated by this Agreement shall be Arrangement are subject to the satisfaction, or mutual waiver by the Parties, on or before the Effective Date, of each of the following conditions, none each of which are for the mutual benefit of the Parties and which may be waived unilaterally by any Party waived, in whole or in part, by the Purchaser and the Company at any time: (a) the Arrangement, with or without amendment, shall Arrangement Resolution will have been approved by the Exeter Shareholders at the Exeter Meeting in accordance with the Interim OrderOrder and applicable Laws; (b) each of the Interim Order and the Final Order shall will have been obtained in form and substance satisfactory to each of the Company and Newcothe Purchaser, each acting reasonably, and will not have been set aside or modified in any manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise; (c) the TSX shall have received notice necessary conditional approvals or equivalent approvals, as the case may be, of the Arrangement in accordance with their rules TSX, the NYSE and policies, and shall the NYSE MKT will have no objection to the Arrangement as of the Effective Datebeen obtained; (d) no Law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and no Proceeding will otherwise have been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the TSXArrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or such other recognized stock exchange acceptable to Newco, shall have conditionally approved the listing otherwise prohibits completion of the Newco Common Shares issuable under the Arrangement, subject to compliance with the requirements of the TSX or such other stock exchange;; and (e) the transactions contemplated Consideration Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and pursuant to exemptions from applicable securities laws of any state of the United States, provided, however, that the Company shall be not entitled to the benefit of the conditions in this subsection 7.1(e), and shall be deemed to have waived such condition in the Purchase Agreement shall have been completed or deemed event that the Company fails to be completed; (f) there shall not be advise the Court prior to hearing in force any order or decree restraining or enjoining the consummation respect of the transactions contemplated Interim Order that the Purchaser intends to rely on the exemption from registration afforded by this Agreement; (gSection 3(a)(10) all material regulatory requirements shall have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from U.S. Securities Act based on the Persons, authorities or bodies having jurisdiction in the circumstances; (h) none Court’s approval of the consents, orders, regulations or approvals contemplated herein Arrangement and comply with the requirements set forth in Section 2.10 and the Final Order shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights shall not have been exercised prior to the Effective Date by holders of 0.5% or more of the Common Shares; and (j) this Agreement shall not have been terminated under Article 4reflect such reliance.

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete the transactions contemplated by this Agreement shall be are subject to the satisfactionfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, none each of which may only be waived unilaterally by any Party in whole or in partthe mutual consent of the Parties: (a) the Arrangement, with or without amendment, Arrangement shall have been approved at the Vasogen Meeting by not less than the Required Vote and in accordance with any additional conditions which may be imposed by the Interim Order; (b) the Merger Agreement shall have received all necessary approvals and the transactions contemplated thereby have been completed prior to or with effect as of or immediately following the Effective Time; (c) the Interim Order and the Final Order shall each have been obtained in form and substance on terms reasonably satisfactory to the Company and Newco; (c) the TSX shall have received notice each of the Arrangement in accordance with their rules and policiesParties, and shall not have no objection been set aside or modified in a manner unacceptable to the Arrangement as of the Effective Datesuch parties, acting reasonably, on appeal or otherwise; (d) the TSXall requisite domestic and foreign regulatory approvals and consents, including, without limitation, those of any stock exchanges, securities regulatory authorities or such other recognized stock exchange acceptable to Newcoantitrust authorities, shall have conditionally approved been obtained on terms and conditions satisfactory to Vasogen, IPC Opco and IPC US, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods, including the listing of the Newco Common Shares issuable waiting period under the ArrangementUnited States H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, subject as amended, if applicable to compliance with the requirements of transactions contemplated under the TSX Arrangement and the Merger, shall have expired or such other stock exchangebeen terminated, and no objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period; (e) the transactions contemplated in the Purchase Agreement no Governmental Entity shall have been completed enacted, issued, promulgated, applied for (or deemed advised either any Vasogen Company or any IPC Company in writing that it has determined to be completed; make such application), enforced or entered any Law (fwhether temporary, preliminary or permanent) there shall not be in force that restrains, enjoins or otherwise prohibits, or which would give rise to any order right to damages or decree restraining or enjoining other remedy as a result of, the consummation of the transactions contemplated by this AgreementAgreement or the Merger Agreement or dissolves the Arrangement or the Merger, and no Legal Action in which any of the foregoing is sought shall be pending; (f) Dissent Rights shall not have been exercised with respect to more than five percent (5%) of the Vasogen Shares, in the aggregate, in connection with the Arrangement; (g) all material regulatory requirements shall have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (h) none of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights Appraisal Rights shall not have been exercised prior with respect to the Effective Date by holders of 0.5% or more than threepercent (3%) of the Common IPC US Shares, in the aggregate, in connection with the Merger; and (jh) this Agreement shall not have been terminated under Article 4in accordance with its terms; and (i) the common shares of the corporation resulting from the combination of the business of Vasogen and IPC as contemplated in the Arrangement and the Merger, the common shares of such corporation to be issued upon the exercise of options and warrants resulting from the existing options and warrants of Vaosgen and IPC US, shall be approved for listing on the TSX Venture Exchange (unless such corporation has obtained approval to list on the Toronto Stock Exchange) and application shall have been made to have such common shares of Vasogen quoted on the Over-The-Counter Bulletin Board pending only delisting of common shares of Vasogen from Nasdaq and approval of a market maker in respect of such common shares on the Over-The-Counter Bulletin Board (unless such corporation has obtained approval to retain Vasogen’s quotation on Nasdaq).

Mutual Conditions Precedent. The respective obligations of each party hereto ▇▇▇, Subco and GLC to complete the Amalgamation are subject to the satisfaction of the following conditions on or prior to the Effective Date, each of which may be waived only with the consent in writing of ▇▇▇, Subco and GLC: (a) All consents, waivers, permits, exemptions, orders and approvals required to permit the completion of the Amalgamation, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on GLC or ▇▇▇ or materially impede the completion of the Amalgamation, shall have been obtained; (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Amalgamation shall have been issued by any federal, state, or provincial court having jurisdiction and remain in effect; (c) The approval of the Acquisition and any related transactions by the CSE. (d) The ▇▇▇ Shares to be issued pursuant to the Amalgamation shall have been approved for listing on the CSE, subject to normal conditions on the Effective Date or as soon as practicable thereafter; (e) On the Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the ▇▇▇ Shares, the GLC Shares or the Amalco Shares shall be in effect; (f) There shall not be pending or threatened any suit, action or proceeding by any Governmental entity, before any court or governmental authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Amalgamation or any of the other transactions contemplated by this Agreement shall be subject or seeking to the satisfactionobtain from ▇▇▇, on Subco or before the Effective DateGLC any damages that are material in relation to ▇▇▇, of the following conditions, none of which may be waived unilaterally by any Party in whole or in part: (a) the Arrangement, with or without amendment, shall have been approved at the Meeting in accordance with the Interim OrderSubco and GLC; (b) the Interim Order and the Final Order shall have been obtained in form and substance satisfactory to the Company and Newco; (c) the TSX shall have received notice of the Arrangement in accordance with their rules and policies, and shall have no objection to the Arrangement as of the Effective Date; (d) the TSX, or such other recognized stock exchange acceptable to Newco, shall have conditionally approved the listing of the Newco Common Shares issuable under the Arrangement, subject to compliance with the requirements of the TSX or such other stock exchange; (e) the transactions contemplated in the Purchase Agreement shall have been completed or deemed to be completed; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement; (g) all material regulatory requirements shall have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (h) none of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights shall not have been exercised prior to the Effective Date by holders of 0.5% or more of the Common Shares; and (j) this Agreement shall not have been terminated under Article 4.

Mutual Conditions Precedent. The respective obligations of each party the parties hereto to complete consummate the transactions contemplated by this Agreement shall be herein are subject to the satisfaction, on or before the Effective Closing Date, of the following conditions, none any of which may be waived unilaterally by the mutual consent of such parties without prejudice to their rights to rely on any Party in whole other or in partothers of such conditions: (a) on or before June 15, 2017, the Arrangement, with or without amendment, shall have been approved at the Meeting in accordance with the Interim Orderreceipt of all necessary regulatory and Exchange approvals; (b) on or before May 15, 2017, the Interim Order approval of the Amalgamation by the MariCann shareholders at the MariCann Meeting and the Final Order shall have been obtained in form and substance satisfactory approval by the Danbel shareholders of the matters to be considered at the Company and NewcoDanbel Meeting; (c) on or before May 15, 2017, the TSX Danbel Subco Amalgamation Special Resolution shall have received notice been approved by Danbel as the sole shareholder of the Arrangement Danbel Subco in accordance with their rules and policies, and shall have no objection to the Arrangement as provisions of the Effective DateOBCA; (d) the TSX, or such other recognized stock exchange acceptable to Newco, Exchange shall have conditionally approved the listing of the Newco Common Resulting Issuer Shares issuable under pursuant to the ArrangementAmalgamation and upon exercise of any Resulting Issuer Securities convertible or exercisable into Resulting Issuer Shares, subject to compliance with the requirements of the TSX or such other stock exchangeExchange’s usual conditions; (e) the transactions contemplated in the Purchase Agreement shall have been completed or deemed to be completed; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated Transactions, including, without limitation, the Amalgamation; (f) the receipt by this Agreementthe Exchange of a Sponsor Report (as such term is defined in the policies of the Exchange) in connection with the Transactions (if required by the Exchange), in a form satisfactory to the Exchange and at the expense of MariCann; (g) all material regulatory requirements shall have been complied with and all other material consents, agreements, orders and approvals, including including, without limitation, regulatory and judicial approvals and ordersapprovals, required or necessary or desirable for the completion of the transactions provided for in this Agreement Agreement, including, without limitation, the approval of the Director under the OBCA of the Amalgamation, shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (h) none , all on terms satisfactory to each of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newcoparties hereto, acting reasonably; (h) the auditors of Danbel, HS & Partners LLP, shall provide its consent to Danbel and MariCann to use its audit opinion with respect to any Danbel audited financial statements in connection with any filings required by either Danbel or MariCann in connection with the Transactions or on an ongoing basis as required by Applicable Securities Laws, subject to the required review and other procedures specified by the CICA with respect to the inclusion of Auditor Reports in offering or other public documents; (i) dissent rights on or before May 15, 2017 the Consolidation, the Name Change, the Registered Address Change, the adoption of the New Danbel Bylaws, the adoption of the Stock Option Plan and the election of the Resulting Issuer Board shall not have been exercised prior to be approved at the Effective Date by Danbel Meeting; (j) the board of directors of the Resulting Issuer shall be as set out in Section 2.7; (k) the holders of 0.5% or no more than two percent (2%) of all of the Common Sharesissued and outstanding MariCann Shares shall have exercised their rights to dissent pursuant to applicable corporate law in respect of the MariCann Amalgamation Special Resolution; and (jl) this Agreement shall not have been terminated under Article 4in accordance with Section 7.2 hereof.

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete the transactions contemplated by this Agreement shall be are subject to the satisfactionfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, none each of which may only be waived unilaterally by any Party in whole or in partthe mutual consent of the Parties: (a) the Arrangement, with or without amendment, Arrangement shall have been approved at the Vasogen Meeting by not less than the Required Vote and in accordance with any additional conditions which may be imposed by the Interim Order; (b) the Merger Agreement shall have received all necessary approvals and the transactions contemplated thereby have been completed prior to or with effect as of or immediately following the Effective Time; (c) the Interim Order and the Final Order shall each have been obtained in form and substance on terms reasonably satisfactory to the Company and Newco; (c) the TSX shall have received notice each of the Arrangement in accordance with their rules and policiesParties, and shall not have no objection been set aside or modified in a manner unacceptable to the Arrangement as of the Effective Datesuch parties, acting reasonably, on appeal or otherwise; (d) the TSXall requisite domestic and foreign regulatory approvals and consents, including, without limitation, those of any stock exchanges, securities regulatory authorities or such other recognized stock exchange acceptable to Newcoantitrust authorities, shall have conditionally approved been obtained on terms and conditions satisfactory to Vasogen, IPC Opco and IPC US, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods, including the listing of the Newco Common Shares issuable waiting period under the ArrangementUnited States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, subject as amended, if applicable to compliance with the requirements of transactions contemplated under the TSX Arrangement and the Merger, shall have expired or such other stock exchangebeen terminated, and no objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period; (e) the transactions contemplated in the Purchase Agreement no Governmental Entity shall have been completed enacted, issued, promulgated, applied for (or deemed advised either any Vasogen Company or any IPC Company in writing that it has determined to be completed; make such application), enforced or entered any Law (fwhether temporary, preliminary or permanent) there shall not be in force that restrains, enjoins or otherwise prohibits, or which would give rise to any order right to damages or decree restraining or enjoining other remedy as a result of, the consummation of the transactions contemplated by this AgreementAgreement or the Merger Agreement or dissolves the Arrangement or the Merger, and no Legal Action in which any of the foregoing is sought shall be pending; (f) Dissent Rights shall not have been exercised with respect to more than five percent (5%) of the Vasogen Shares, in the aggregate, in connection with the Arrangement; (g) all material regulatory requirements shall have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (h) none of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights Appraisal Rights shall not have been exercised prior with respect to the Effective Date by holders of 0.5% or more than three percent (3%) of the Common IPC US Shares, in the aggregate, in connection with the Merger; and (jh) this Agreement shall not have been terminated under Article 4in accordance with its terms; and (i) the common shares of the corporation resulting from the combination of the business of Vasogen and IPC as contemplated in the Arrangement and the Merger, the common shares of such corporation to be issued upon the exercise of options and warrants resulting from the existing options and warrants of Vaosgen and IPC US, shall be approved for listing on the TSX Venture Exchange (unless such corporation has obtained approval to list on the Toronto Stock Exchange) and application shall have been made to have such common shares of Vasogen quoted on the Over-The-Counter Bulletin Board pending only delisting of common shares of Vasogen from Nasdaq and approval of a market maker in respect of such common shares on the Over-The-Counter Bulletin Board (unless such corporation has obtained approval to retain Vasogen’s quotation on Nasdaq).

Mutual Conditions Precedent. The respective obligations of each party the Parties hereto to complete consummate the transactions contemplated by this Agreement shall be hereby, and in particular the Arrangement, are subject to the satisfaction, on or before the Effective DateDate or such other time as is specified below, of the following conditions, none any of which may be waived unilaterally by the mutual consent of such Parties without prejudice to their right to rely on any Party in whole or in partother of such conditions: (a) the Arrangement, with or without amendment, Interim Order shall have been approved at granted in form and substance satisfactory to each of Bancorp, Medical and AltaRex, acting reasonably and shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) on or before February 2, 2004 the Meeting Arrangement Resolution shall have been passed by the AltaRex Securityholders as required pursuant to the Interim Order, in accordance with the provisions of the ABCA, the AltaRex Governing Documents and any applicable regulatory requirements, and in form and substance satisfactory to each of AltaRex, Medical and Bancorp acting reasonably, duly approving the Arrangement in accordance with the Interim Order; (bc) the Interim Order and on or before February 3, 2004, the Final Order shall have been obtained granted in form and substance satisfactory to the Company each of AltaRex, Medical and Newco; (c) the TSX shall have received notice of the Arrangement in accordance with their rules and policies, and shall have no objection to the Arrangement as of the Effective DateBancorp each acting reasonably; (d) the TSXArticles of Arrangement, or such other recognized stock exchange acceptable to Newcotogether with the Final Order, shall have conditionally approved filed with the listing Registrar in accordance with the Arrangement and Section 193(10) of the Newco Common Shares issuable under the ArrangementABCA shall be in form and substance satisfactory to each of AltaRex, subject to compliance with the requirements of the TSX or such other stock exchangeMedical and Bancorp, each acting reasonably; (e) the transactions contemplated in the Purchase Agreement shall have been completed or deemed to be completed; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement; (g) all material regulatory requirements shall have been complied with and all other material requisite consents, agreementsorders, orders approvals and approvalsauthorizations, including including, without limitation, regulatory and judicial approvals and orders, required or necessary for the completion of the transactions provided for Arrangement (including receipt of a MRRS decision document and/or other discretionary orders from applicable securities regulatory authorities in this Agreement form reasonably satisfactory to counsel to AltaRex and Bancorp which would exempt all trades in securities of AltaRex and Medical contemplated by the Arrangement from the prospectus and registration requirements of applicable securities legislation) shall have been completed or obtained on terms and conditions satisfactory to each of AltaRex, Medical and Bancorp, acting reasonably, and all applicable statutory or received from regulatory waiting periods to the Personstransactions contemplated under the Arrangement, authorities shall have been expired or bodies having jurisdiction in the circumstancesbeen terminated, and no objection or opposition shall have been filed, initiated or made by any regulatory authority during any applicable statutory or regulatory period; (hf) none the TSX or, failing that, the TSXV shall have accepted notice of the consentsArrangement and the transactions contemplated thereby and shall have approved the issue of the Medical Common Shares and the listing of the Medical Common Shares, orders, regulations or approvals contemplated herein shall contain subject only to the conditions or require undertakings or security deemed unsatisfactory or unacceptable that may be imposed by the Company TSX or Newcothe TSXV, acting reasonablyas the case may be; (ig) dissent rights the Arrangement shall not have been exercised prior to the Effective Date by holders of 0.5% become effective on or more of the Common Shares; and (j) this Agreement shall not have been terminated under Article 4.before February 3, 2004;

Mutual Conditions Precedent. The respective obligations of each party hereto the Parties to complete consummate the transactions contemplated by this Agreement shall be hereby, and in particular the Amalgamation, are subject to the satisfaction, on or before the Effective DateDate or such other time specified, of the following conditions, none of which may be waived unilaterally by any Party in whole or in part: (a) the Arrangement, Articles of Amalgamation to be filed with or without amendment, shall have been approved at the Meeting Director in accordance with the Interim OrderAmalgamation shall be in form and substance satisfactory to each of the Parties, acting reasonably; (b) the Interim Order and Articles of Continuance to be filed with the Final Order Director in accordance with the Amalgamation shall have been obtained be in form and substance satisfactory to each of the Company and NewcoParties, acting reasonably; (c) there being no act, action, suit or proceeding nor any inquiry or investigation (whether formal or informal) threatened or taken before or by any domestic or foreign court, tribunal or governmental agency or other regulatory authority or administrative agency or commission by any elected or appointed public official or private person (including, without limitation, any individual, corporation, firm, group or entity) in Canada, the TSX United States or elsewhere, whether or not having the force of law, and no law, regulation or policy will have been proposed, enacted, promulgated or applied, which has the effect to cease trade, enjoin, prohibit or impose material limitations or conditions on any of the Parties, or which, if the Amalgamation were completed, would materially and adversely affect any of the Parties; (d) there being no prohibition at Applicable Law against the completion of the Amalgamation; (e) there shall have received notice been no material events affecting Clarmin and no material adverse changes in the condition (financial or otherwise), assets, liabilities, operations, earnings, business or prospects of the Arrangement in accordance with their rules and policies, and shall have no objection Clarmin or Cybin prior to the Arrangement as of the Effective Date; (df) the TSX-V has accepted the delisting of the Clarmin Common Shares, or and such other recognized stock exchange acceptable matters required to Newco, shall have conditionally approved the listing of the Newco Common Shares issuable under the Arrangement, subject to compliance with the requirements of the TSX or such other stock exchange; (e) effect the transactions contemplated in the Purchase Agreement shall have been completed or deemed to be completed; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreementhereby that may require TSX-V approval; (g) all material regulatory requirements shall have been complied with the CSE has accepted for listing the Clarmin Common Shares and, if required, the Clarmin Disposition, and all such other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of matters required to effect the transactions provided for in this Agreement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstancescontemplated hereby that may require CSE approval; (h) none of the consents, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights shall not have been exercised prior to the Effective Date by holders of 0.5% or more of the Common Shares; and (j) this Agreement shall not have been terminated under Article 4in accordance with its terms; and (i) Clarmin and Cybin shall be satisfied, in their sole discretion, with the results of all due diligence investigations. The foregoing conditions are for the mutual benefit of the Parties and may be waived, in whole or in part, jointly by the Parties, without prejudice to their right to rely on any other such conditions, at any time. If any of the foregoing conditions are not satisfied or waived on or before the Outside Date, or if any circumstance, fact, change, event or occurrence shall have occurred that would render it impossible for any of the foregoing conditions to be satisfied on or before the Outside Date, then a Party may terminate this Agreement by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of such terminating Party’s breach of this Agreement.

Mutual Conditions Precedent. The respective obligations of each party hereto Nevoro and Pursuit to complete the transactions contemplated by this Agreement and the obligation of Pursuit to file a copy of the Final Order and a certified copy of this Agreement with the Director shall be subject to the satisfaction, on or before the Effective Date, Date of the following conditions, none of which may be waived unilaterally by any Party in whole or in part: (a) the Arrangement, with or without amendment, shall have been approved and adopted at the Meeting by the Pursuit Shareholders in accordance with the provisions of the Act and the Interim OrderOrder and the Arrangement shall have otherwise been approved and adopted by the requisite majorities of persons entitled or required to vote thereon as determined by the Court; (b) the Interim Order shall have been granted in form and substance satisfactory to Pursuit; (c) the Final Order shall have been obtained in form and substance satisfactory to the Company Pursuit and Newco; (c) the TSX having regard to this Agreement and a certified copy, together with a certified copy of this Agreement, and any other required documents, shall have received notice of been accepted by the Arrangement in accordance with their rules and policies, and shall have no objection to the Arrangement as of the Effective DateDirector for filing; (d) the TSX, or such other recognized stock exchange acceptable to Newco, TSX shall have conditionally approved the listing terms of the Newco Common Shares issuable under the Arrangement, Arrangement subject to compliance with the usual requirements of the TSX or such other stock exchange; (e) the transactions contemplated in the Purchase Agreement shall have been completed or deemed to be completed; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement; (g) all material regulatory requirements shall have been complied with and all other material consents, agreementsorders, orders rulings, approvals and approvalsassurances, including regulatory and judicial approvals and ordersorders required, necessary or desirable for the completion of the transactions provided for in this Agreement Arrangement to become effective shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, each in a form acceptable to Pursuit and Nevoro; (hf) none no order or decree of any domestic or foreign court, tribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and no law, regulation, policy, directive or order shall be enacted, promulgated, made, issued or applied to cease trade, enjoin, prohibit or impose material limitations on the consents, orders, regulations Arrangement or approvals transactions contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Company or Newco, acting reasonably; (i) dissent rights shall not have been exercised prior to the Effective Date by holders of 0.5% or more of the Common Sharesthereby; and (jg) this Agreement shall not have been terminated under Article 4Section 6 hereof.

Mutual Conditions Precedent. The respective obligations of each party hereto the parties to complete the transactions contemplated by this Agreement and to file the documents required to give effect to the Arrangement shall be subject to satisfaction of or mutual waiver by the satisfaction, parties on or before the Effective Date, Date of each of the following conditions, none of which may be waived unilaterally by any Party in whole or in part: (a) the Arrangement, with or without amendment, shall have been approved at the NxtPhase Meeting in accordance with the provisions of the Interim OrderOrder and the Arrangement shall have otherwise been approved and adopted by the requisite majorities of persons entitled to vote thereon as determined by the Court or by any other rules and policies of Canadian corporate and securities regulatory authorities having jurisdiction; (b) the Registration Statement (including any post-effective amendment thereto) shall be effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding shall be pending or to the knowledge of Beacon threatened by the SEC to suspend the effectiveness of such Registration Statement, and Beacon shall have received all U.S. state securities or "blue sky" permits or other authorizations, or confirmations, as to the availability of an exemption from registration requirements as may be necessary; (c) the Interim Order and the Final Order shall have been obtained from the Court in form and substance satisfactory to the Company and Newco; (c) the TSX shall have received notice each of the Arrangement in accordance with their rules and policiesparties, and shall have no objection to the Arrangement as of the Effective Dateacting reasonably; (d) the TSX, or such other recognized stock exchange acceptable to Newco, shall have conditionally approved the listing of the Newco Common Shares issuable under the Arrangement, subject to compliance with the requirements of the TSX or such other stock exchange; (e) the transactions contemplated in the Purchase Agreement shall have been completed or deemed to be completed; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement; (g) all material regulatory requirements shall have been complied with and all other material consents, agreementsorders, orders regulations and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall have been obtained or received from the Personspersons, authorities or bodies having jurisdiction in the circumstances; (he) none the Beacon Shareholders shall have approved (i) the Plan of Arrangement and the consentsissuance of Beacon Shares pursuant to the Arrangement and this Agreement, orders, regulations or approvals contemplated herein shall contain conditions or require undertakings or security deemed unsatisfactory or unacceptable by (ii) an amendment to the Company or Newco, acting reasonablyBeacon Certificate of Incorporation increasing the number of Beacon Shares authorized for issuance from 110,000,000 to 170,000,000 and (iii) an amendment to the Beacon Equity Incentive Plan increasing the number of Beacon Shares authorized for issuance under such plan from 9,000,000 to 23,000,000; (if) dissent rights shall not have been exercised prior subject to Section 4.7 and any applicable securities laws in the provinces of Canada, the issuance of the Beacon Shares pursuant to the Effective Date Arrangement will comply with the registration requirements by holders the 1933 Act, and be registered and freely tradable shares in the United States upon issuance and will be exempt from the registration and prospectus requirements of 0.5% or more applicable securities laws in each of the Common Sharesprovinces of Canada in which NxtPhase Shareholders are resident; and (jg) this Agreement no order or decree of any domestic or foreign court, tribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and no law, regulation, policy, directive or order shall not have been terminated under Article 4be enacted, promulgated, made, issued or applied to cease trade, enjoin, prohibit or impose material limitations on, the Arrangement or the transactions contemplated thereby.