Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The obligations of VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne and Limitless to complete the ‎Business Combination 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 s‎BetOne, Bismark, Limitless and VON Acquisition:‎ (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit ‎the completion of the Business Combination, the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless or VON Acquisition or ‎materially impede the completion of the Business Combination, shall have been ‎obtained;‎ (b) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the consummation of the Business Combination shall have been issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction and remain in effect;‎ (c) 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) 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 Business Combination or any of the other ‎transactions contemplated by this Agreement;‎ and (e) this Agreement shall not have been terminated in accordance with its terms.‎

Mutual Conditions Precedent. The respective obligations of VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne and Limitless the parties hereto to complete the ‎Business Combination are transactions contemplated by this Agreement and to file the documents required to give effect to the Arrangement shall be subject to the satisfaction of the following conditions on or prior to before the ‎Effective Effective Date, each 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 only with the consent by any party hereto in writing whole or in part without prejudice to such party's right to rely on any other of s‎BetOne, Bismark, Limitless and VON Acquisition:‎them: (a) the Arrangement shall have been approved and adopted by Lincoln Shareholders at the Lincoln Meeting by Special Resolution in accordance with the Interim Order 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 Final Order shall have been obtained from the Court in the manner contemplated by Section 2.02 of this Agreement; (d) the Exchange shall have accepted the 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 Exchange, subject to compliance with the usual requirements of such Exchange; (e) all other consents, waivers, permits, exemptions, orders, consents regulations and approvals, including regulatory and judicial approvals required to permit ‎the completion of the Business Combinationand orders, the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless necessary or VON Acquisition or ‎materially impede desirable for the completion of the Business Combination, transactions provided for in this Agreement and the Plan of Arrangement shall have been ‎obtained;‎obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the consummation of the Business Combination shall have been issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction and remain in effect;‎ (c) 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;‎ (df) there shall not be pending in force any order or threatened any suit, action decree restraining 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 enjoining the consummation of the Business Combination transactions contemplated by this Agreement and the Arrangement; (g) Lincoln and LPT shall have received advice of tax counsel confirming the Canadian and United States tax consequences of the Arrangement as described in the Information 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 parties hereto, acting reasonably; (i) the various issuances and exchanges of Lincoln Shares, Post Consolidation LPT Shares, warrants or other ‎transactions securities convertible or exercisable to acquire Post Consolidation LPT Shares and the certificates representing such securities as contemplated by this Agreement;‎ andthe Arrangement will have been 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 securities laws of any applicable jurisdiction; (ej) this Agreement shall not have been terminated under Article Six; (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 accordance with its terms.‎the aggregate represent 5% or more of the Lincoln Shares outstanding on the Lincoln Record Date.

Mutual Conditions Precedent. The obligations of VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne and Limitless Parties are not required to complete the ‎Business Combination are subject to Amalgamation, or any of the satisfaction other transactions contemplated under this Agreement, unless each of the following conditions is satisfied on or prior to the ‎Effective Effective Date, which conditions may only be waived, in whole or in part, by the mutual written consent of each of which may be waived only with the consent in writing of s‎BetOne, Bismark, Limitless and VON Acquisition:‎Parties: (a) Each Party will have obtained all required director, shareholder, third party and Governmental Entity consents, waivers, permits, exemptions, orders, consents waivers and approvals required to permit ‎the completion for the Amalgamation and transactions contemplated under this Agreement, including, all necessary approvals of the Business CombinationCSE, the failure of which having been made, given or obtained on terms acceptable to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOneSVH and KEG, Bismark, Limitless or VON Acquisition or ‎materially impede the completion of the Business Combination, shall have been ‎obtained;‎each acting reasonably. (b) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing No Law is in effect that makes the consummation of the Business Combination shall have been issued ‎by any federal, state, Amalgamation illegal or provincial court (whether domestic otherwise prohibits or foreign) having ‎jurisdiction and remain in effect;‎enjoins SVH or Subco from consummating the Amalgamation. (c) Each Regulatory Approval necessary to consummate the Amalgamation, including all necessary approvals of the CSE, has been made, given or obtained on the Effective Dateterms acceptable to SVH and KEG, no cease trade order or similar restraining order of any other ‎provincial securities administrator relating to the VON Acquisition Shareseach acting reasonably, 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 and each such Regulatory Approval is in effect;‎force and has not been modified. (d) 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 The latest available audited and unaudited financial statements of success, seeking to restrain or ‎prohibit the consummation each of the Business Combination or any of Parties, as required by the other ‎transactions contemplated by this Agreement;‎ andCSE policies for inclusion in the Circular, and Listing Statement shall have been delivered and shall be true and correct and have been prepared in accordance with GAAP. (e) this Agreement There shall not be any pending or threatened litigation in any court or any proceeding or investigation by any Governmental Entity in which it is or may be sought to restrain or prohibit consummation of the Amalgamation and related transactions or to obtain divestiture, rescission or damages in connection with the Amalgamation and related transactions. (f) All applicable securityholders shall have been terminated entered into the requisite escrow agreements and/or lock-up agreements required by the CSE. (g) SVH shall have received the Ontario License. (h) The KEG Shares set forth in accordance with its terms.‎Section 6.1 of the KEG Disclosure Letter shall, when issued, be subject to the legend restriction set out in Annex A of the Amalgamation Agreement. (i) All Resulting Issuer Shares to be issued to former holders of the SVH Shares shall be subject to the legend restriction set out in Annex A of the Amalgamation Agreement.

Mutual Conditions Precedent. The respective obligations of VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne and Limitless each party hereto to complete the ‎Business Combination are transactions contemplated by this Agreement shall be subject to the satisfaction satisfaction, on or before the Effective Date, of the following conditions on or prior to the ‎Effective Dateconditions, each none of which may be waived only with the consent by any party hereto in writing of s‎BetOne, Bismark, Limitless and VON Acquisition:‎whole or in part: (a) the Arrangement, with or without amendment, shall have been approved at the Meeting in accordance with the Corporations Act; (b) the Order shall have been obtained in form and substance satisfactory to Canarc acting reasonably; (c) no action shall 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 no cease trading or similar order with respect to any securities of Canarc or Caza shall have been issued and remain outstanding; (d) the orders and rulings, if any, from the British Columbia Securities Commission and securities regulatory authorities in each of the Provinces of Canada to permit the securities to be issued pursuant to the Arrangement to be freely tradable in each of the Provinces of Canada shall have been obtained, each such order and ruling being in form and substance acceptable to Canarc; (e) all material regulatory requirements shall have been complied with and all other material consents, waiversagreements, permitsorders and approvals, exemptions, including regulatory and judicial approvals and orders, consents and approvals required to permit ‎the completion of the Business Combination, the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless or VON Acquisition or ‎materially impede necessary for the completion of the Business Combination, transactions provided for in this Agreement or contemplated by the Circular shall have been ‎obtained;‎obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances; (bf) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the consummation none of the Business Combination consents, orders, regulations or approvals contemplated herein shall have been issued ‎by any federal, state, contain terms or provincial court (whether domestic conditions or foreign) having ‎jurisdiction and remain in effect;‎ (c) on the Effective Date, no cease trade order require undertakings 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, security deemed unsatisfactory or the ‎Amalco Shares shall be in effect;‎ (d) there shall not be pending unacceptable by Canarc 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 Business Combination or any of the other ‎transactions contemplated by this Agreement;‎ Caza acting reasonably; and (eg) this Agreement shall not have been terminated in accordance with its terms.‎under Article 6.

Mutual Conditions Precedent. The obligations of VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne Subco and Limitless GLC to complete the ‎Business Combination Amalgamation are subject to the satisfaction of the following conditions on or prior to the ‎Effective Effective Date, each of which may be waived only with the consent in writing of s‎BetOne▇▇▇, Bismark, Limitless Subco and VON Acquisition:‎GLC: (a) all All consents, waivers, permits, exemptions, orders, consents orders and approvals required to permit ‎the the completion of the Business CombinationAmalgamation, the failure of which to obtain could ‎reasonably reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless GLC or VON Acquisition ▇▇▇ or ‎materially materially impede the completion of the Business CombinationAmalgamation, shall have been ‎obtained;‎obtained; (b) no No temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing preventing the consummation of the Business Combination Amalgamation shall have been issued ‎by by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction jurisdiction and remain in effect;‎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 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, GLC Shares or the ‎Amalco Amalco Shares shall be in effect;‎effect; (df) there There shall not be pending or threatened any suit, action or proceeding by any Governmental ‎Entityentity, before any court or Governmental Authoritygovernmental authority, agency or tribunal,‎ tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or ‎prohibit prohibit the consummation of the Business Combination Amalgamation or any of the other ‎transactions transactions contemplated by this Agreement;‎ and (e) this Agreement shall not have been terminated or seeking to obtain from ▇▇▇, Subco or GLC any damages that are material in accordance with its terms.‎relation to ▇▇▇, Subco and GLC;

Mutual Conditions Precedent. The respective obligations of VON Acquisitionthe Parties to consummate the transactions contemplated hereby, A▇▇▇▇▇▇ ▇▇▇▇▇and in particular the Amalgamation, US Subco, s‎BetOne and Limitless to complete the ‎Business Combination are subject to the satisfaction satisfaction, on or before the Effective Date or such other time specified, of the following conditions on or prior to the ‎Effective Date, each of which may be waived only with the consent in writing of s‎BetOne, Bismark, Limitless and VON Acquisition:‎conditions: (a) all consents, waivers, permits, exemptions, orders, consents the Articles of Amalgamation to be filed with the Director in accordance with the Amalgamation shall be in form and approvals required substance satisfactory to permit ‎the completion each of the Business CombinationParties, the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless or VON Acquisition or ‎materially impede the completion of the Business Combination, shall have been ‎obtained;‎acting reasonably; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the consummation Articles of Continuance to be filed with the Director in accordance with the Amalgamation shall be in form and substance satisfactory to each of the Business Combination shall have been issued ‎by any federalParties, state, or provincial court (whether domestic or foreign) having ‎jurisdiction and remain in effect;‎acting reasonably; (c) on the Effective Datethere being no act, no cease trade order action, suit or similar restraining order of 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 ‎provincial securities administrator relating to the VON Acquisition Sharesregulatory 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 shares United States or elsewhere, whether or not having the force of s‎BetOne Common Stocklaw, and no law, regulation or policy will have been proposed, enacted, promulgated or applied, which has the Bismark Shareseffect to cease trade, enjoin, prohibit or impose material limitations or conditions on any of the Limitless Shares, the A▇▇▇▇▇▇ ▇▇▇▇▇ Shares, the US Subco SharesParties, or which, if the ‎Amalco Shares shall be in effect;‎Amalgamation were completed, would materially and adversely affect any of the Parties; (d) 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 being no prohibition at Applicable Law against the consummation completion of the Business Combination or any of the other ‎transactions contemplated by this Agreement;‎ andAmalgamation; (e) there shall have 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 Clarmin or Cybin prior to the Effective Date; (f) the TSX-V has accepted the delisting of the Clarmin Common Shares, and such other matters required to effect the transactions contemplated hereby that may require TSX-V approval; (g) the CSE has accepted for listing the Clarmin Common Shares and, if required, the Clarmin Disposition, and such other matters required to effect the transactions contemplated hereby that may require CSE approval; (h) this Agreement shall not have been terminated in accordance with its terms.‎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 VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne and Limitless the Parties to complete the ‎Business Combination are Transaction shall be subject to the satisfaction satisfaction, on or before the Closing Date, of the following conditions on or prior to the ‎Effective Dateprecedent, each of which may only be waived only with by the mutual consent in writing of s‎BetOne, Bismark, Limitless and VON Acquisition:‎the Parties: (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit ‎the completion of the Business Combination, the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless or VON Acquisition or ‎materially impede the completion of the Business Combination, shall have been ‎obtained;‎ (b) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the consummation of the Business Combination shall have been issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction and remain in effect;‎ (c) 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) there shall not be pending in force any order or threatened any suit, action decree restraining 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 enjoining the consummation of the Business Combination or any of the other ‎transactions transactions contemplated by this Agreement;‎ andAgreement and there shall be no proceeding, of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with any required regulatory approvals which have been obtained; (eb) this Agreement shall not have been terminated pursuant to Section 8.1; (c) the Vendor shall have received all required approvals of the TSXV and the Vendor Shareholder Approval to the transactions contemplated herein; (d) the Purchaser shall have received all required approvals of the TSX and the NYSE to the transactions contemplated herein; (e) the Purchaser Shares to be issued by the Purchaser pursuant to Section 2.2(b) shall have been authorized for listing on the TSX and the NYSE, subject to official notice of issuance; and (f) all other consents, waivers, permits, orders and approvals of any Governmental Entity, and the expiry of any waiting periods, in accordance with its terms.‎connection with, or required to permit the consummation of the Transaction herein shall have been obtained.

Mutual Conditions Precedent. The respective obligations of VON Acquisitionthe Parties to consummate the transactions contemplated by this Agreement, A▇▇▇▇▇▇ ▇▇▇▇▇and in particular the completion of the Arrangement, US Subco, s‎BetOne and Limitless to complete the ‎Business Combination are subject to the satisfaction satisfaction, on or before the Effective Date or such other time specified, of the following conditions on or prior to the ‎Effective Dateconditions, each any of which may be waived only with by the mutual written consent in writing of s‎BetOne, Bismark, Limitless and VON Acquisition:‎such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order and Final Order shall have been granted on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the Petroamerica Shareholders in accordance with the Interim Order; (c) the Effective Date shall have occurred on or before the Outside Date; (d) all consents, waivers, permits, exemptions, orders, Regulatory Approvals and third party approvals and consents and approvals required to permit ‎the necessary for the completion of the Business Combination, Arrangement the failure of which to obtain could ‎reasonably would reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless the Purchaser (after giving effect to the Arrangement) or VON Acquisition prevent or ‎materially impede materially impair or materially delay or could reasonably be expected to prevent or materially impair or delay the completion ability of either Party to consummate the Business Combination, transactions contemplated by this Agreement by the Outside Date shall have been ‎obtained;‎ (b) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the consummation of the Business Combination shall have been issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction obtained on terms and remain in effect;‎ (c) on the Effective Date, no cease trade order or similar restraining order of any other ‎provincial securities administrator relating conditions satisfactory to the VON Acquisition SharesParties, 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) 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 Business Combination or any of the other ‎transactions contemplated by this Agreement;‎ andeach acting reasonably; (e) the TSX and NYSE MKT shall have approved, subject only to customary conditions, the listing of all of the Purchaser Shares issuable pursuant to the Arrangement; and (f) no action shall have been taken under any existing Applicable Law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated by this Agreement; or (ii) results in a judgment or assessment of material damages against the Parties or their subsidiaries, directly or indirectly, relating to the transactions contemplated by this Agreement shall not that would have been terminated a Material Adverse Effect upon the Purchaser (after giving effect to the Arrangement) or prevent or materially impair or materially delay or could reasonably be expected to prevent or materially impair or delay the ability of either Party to consummate the transactions contemplated by this Agreement by the Outside Date. The foregoing conditions are for the mutual benefit of the Parties and may be asserted by either Party regardless of the circumstances and may be waived by either Party (with respect to such Party) in accordance with its terms.‎their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have.

Mutual Conditions Precedent. The obligations of VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne and Limitless the Parties to complete the ‎Business Combination transactions contemplated by this Agreement are subject to the satisfaction fulfillment, on or before the Effective Time, of each of the following conditions on or prior to the ‎Effective Dateprecedent, each of which may only be waived only with the mutual consent in writing of s‎BetOne, Bismark, Limitless and VON Acquisition:‎the Parties: (a) all consents, waivers, permits, exemptions, orders, consents and approvals required to permit ‎the completion of the Business Combination, the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless or VON Acquisition or ‎materially impede the completion of the Business Combination, Arrangement Resolution shall have been ‎obtained;‎approved and adopted by the ECU Shareholders and by the ECU Securityholders at the ECU Meeting in accordance with the Interim Order and applicable Law; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the consummation approval by Golden Stockholders of the Business Combination Golden Meeting Resolution shall have been issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction and remain obtained at the Golden Meeting in effect;‎accordance with applicable Law; (c) the Interim Order and the Final Order shall each have been obtained on the Effective Date, no cease trade order or similar restraining order of any other ‎provincial securities administrator relating terms consistent with this Agreement and satisfactory to the VON Acquisition SharesParties, the shares of s‎BetOne Common Stockeach acting reasonably, the Bismark Sharesand shall not have been set aside or modified in a manner unacceptable to ECU and Golden, the Limitless Sharesacting reasonably, the A▇▇▇▇▇▇ ▇▇▇▇▇ Shares, the US Subco Shares, on appeal or the ‎Amalco Shares shall be in effect;‎otherwise; (d) there shall not be pending exist any prohibition at Law, including a cease trade order, injunction or threatened any suitother prohibition or order at Law or under applicable legislation, action against Golden 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 ECU which shall prevent the consummation of the Business Combination Arrangement; (e) no action, suit or proceeding shall have been taken under any applicable Law or by any Governmental Entity, and no Law, policy, decision or directive (having the force of Law) shall have been enacted, promulgated, amended or applied, in each case (i) that makes consummation of the Arrangement illegal, (ii) to enjoin or prohibit the Plan of Arrangement or the transactions contemplated by this Agreement, (iii) which would render this Agreement unenforceable in any way or frustrate the purpose and intent hereof, (iv) resulting in any judgment or assessment of damages, direct or indirect, which in the aggregate has had or could be reasonably expected to have an ECU Material Adverse Effect or a Golden Material Adverse Effect, (v) if the Arrangement were consummated, could reasonably be expected to cause an ECU Material Adverse Effect or a Golden Material Adverse Effect, or (vi) seeks to prohibit or limit the ownership or operation by any Party or any of its affiliates of any material portion of its business or assets or to compel any Party or any of its affiliates to dispose of or hold separate any material portion of its business or assets as a result of the other ‎transactions contemplated Arrangement; (f) the Golden Stock, Golden Replacement Options and Golden Replacement Warrants to be issued in the United States pursuant to the Plan of Arrangement shall be exempt from the registration requirements under the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption or have been registered under the U.S. Securities Act; (g) neither party shall have materially breached any of the terms or conditions of the Subscription Agreement and the Private Placement shall have been completed by this Agreement;‎ no later than the date that is five (5) Business Days prior to the ECU Meeting Record Date; (h) the Key Regulatory Approvals shall have been obtained; (i) the Key Third Party Consents shall have been obtained; and (ej) this Agreement shall not have been terminated in accordance with its terms.‎terms.

Mutual Conditions Precedent. The obligations of VON Acquisitionthe Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, Aon or before the Effective Time, of each of the following conditions precedent, each of which may only be waived by the mutual consent of the Parties: (a) the 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 on terms reasonably satisfactory to each of the Parties, and shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (d) all requisite domestic and foreign regulatory approvals and consents, including, without limitation, those of any stock exchanges, securities regulatory authorities or antitrust authorities, shall have 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 waiting period under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇Antitrust Improvements Act of 1976, US Subcoas amended, s‎BetOne and Limitless to complete the ‎Business Combination are subject if applicable to the satisfaction of transactions contemplated under the following conditions on or prior to Arrangement and the ‎Effective Date, each of which may be waived only with the consent in 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 Business Combination, the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless or VON Acquisition or ‎materially impede the completion of the Business CombinationMerger, shall have expired or been ‎obtained;‎terminated, and no objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period; (be) no temporary restraining orderGovernmental Entity shall have enacted, issued, promulgated, applied for (or advised either any Vasogen Company or any IPC Company in writing that it has determined to make such application), enforced or entered any Law (whether temporary, preliminary injunctionor permanent) that restrains, permanent injunction enjoins or otherwise prohibits, or which would give rise to any right to damages or other order ‎preventing remedy as a result of, the consummation of the Business Combination shall have been issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction and remain in effect;‎ (c) 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, transactions contemplated by this Agreement or the ‎Amalco Shares shall be Merger Agreement or dissolves the Arrangement or the Merger, and no Legal Action in effect;‎ (d) 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 Business Combination or which any of the other ‎transactions contemplated by this Agreement;‎ 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) Appraisal Rights shall not have been exercised with respect to more than three percent (3%) of the IPC US Shares, in the aggregate, in connection with the Merger; and (eh) this Agreement shall not have been terminated in accordance with its terms.‎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 VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne and Limitless the parties hereto to complete consummate the ‎Business Combination transactions contemplated herein are subject to the satisfaction satisfaction, on or before the Closing Date, of the following conditions on or prior to the ‎Effective Dateconditions, each any of which may be waived only with by the mutual consent in writing of s‎BetOne, Bismark, Limitless and VON Acquisition:‎such parties without prejudice to their rights to rely on any other or others of such conditions: (a) all consentson or before June 15, waivers, permits, exemptions, orders, consents and approvals required to permit ‎the completion of the Business Combination2017, the failure receipt of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless or VON Acquisition or ‎materially impede the completion of the Business Combination, shall have been ‎obtained;‎all necessary regulatory and Exchange approvals; (b) no temporary restraining orderon or before May 15, preliminary injunction2017, permanent injunction or other order ‎preventing the consummation approval of the Business Combination shall have been issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction Amalgamation by the MariCann shareholders at the MariCann Meeting and remain in effect;‎the approval by the Danbel shareholders of the matters to be considered at the Danbel Meeting; (c) on the Effective Dateor before May 15, no cease trade order or similar restraining order of any other ‎provincial securities administrator relating to the VON Acquisition Shares2017, the shares Danbel Subco Amalgamation Special Resolution shall have been approved by Danbel as the sole shareholder of s‎BetOne Common Stock, Danbel Subco in accordance with the Bismark Shares, provisions of the Limitless Shares, the A▇▇▇▇▇▇ ▇▇▇▇▇ Shares, the US Subco Shares, or the ‎Amalco Shares shall be in effect;‎OBCA; (d) the Exchange shall have conditionally approved the listing of the Resulting Issuer Shares issuable pursuant to the Amalgamation and upon exercise of any Resulting Issuer Securities convertible or exercisable into Resulting Issuer Shares, subject to such Exchange’s usual conditions; (e) there shall not be pending in force any order or threatened any suit, action decree restraining 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 enjoining the consummation of the Business Combination or any Transactions, including, without limitation, the Amalgamation; (f) the receipt by the 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 other ‎transactions contemplated consents, orders and approvals, including, without limitation, regulatory approvals, required or necessary or desirable for the completion of the transactions provided for in this 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, all on terms satisfactory to each of the parties 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 this Agreement;‎ 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) 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 be approved at the Danbel Meeting; (j) the board of directors of the Resulting Issuer shall be as set out in Section 2.7; (k) the holders of no more than two percent (2%) of all of the issued 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 (el) this Agreement shall not have been terminated in accordance with its terms.‎Section 7.2 hereof.

Mutual Conditions Precedent. The respective obligations of VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne Nevoro and Limitless Pursuit to complete the ‎Business Combination are 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 satisfaction, on or before the Effective Date of the following conditions on or prior to the ‎Effective Date, each of which may be waived only with the consent in writing of s‎BetOne, Bismark, Limitless and VON Acquisition:‎conditions: (a) all consentsthe Arrangement, waivers, permits, exemptions, orders, consents and approvals required to permit ‎the completion of the Business Combination, the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless with or VON Acquisition or ‎materially impede the completion of the Business Combinationwithout amendment, shall have been ‎obtained;‎approved and adopted at the Meeting by the Pursuit Shareholders in accordance with the provisions of the Act and the Interim Order 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) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the consummation of the Business Combination Interim Order shall have been issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction granted in form and remain in effect;‎substance satisfactory to Pursuit; (c) on the Effective DateFinal Order shall have been obtained in form and substance satisfactory to Pursuit and having regard to this Agreement and a certified copy, no cease trade order or similar restraining order together with a certified copy of this Agreement, and any other ‎provincial securities administrator relating to required documents, shall have been accepted by 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;‎Director for filing; (d) there the TSX shall not be pending have approved the terms of the Arrangement subject to compliance with the usual requirements of such exchange; (e) all other consents, orders, rulings, approvals and assurances, including regulatory and judicial approvals and orders required, necessary or threatened desirable for the 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; (f) no order or decree of any suitdomestic or foreign court, action or proceeding by any Governmental ‎Entitytribunal, before any court or Governmental Authority, governmental agency or tribunal,‎ domestic other regulatory authority or foreignadministrative agency, that has a significant likelihood of successboard or commission, seeking and no law, regulation, policy, directive or order shall be enacted, promulgated, made, issued or applied to restrain cease trade, enjoin, prohibit or ‎prohibit impose material limitations on the consummation of the Business Combination Arrangement or any of the other ‎transactions transactions contemplated by this Agreement;‎ thereby; and (eg) this Agreement shall not have been terminated in accordance with its terms.‎under Section 6 hereof.

Mutual Conditions Precedent. The obligations respective obligation of VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne and Limitless the parties hereto to complete the ‎Business Combination are transactions contemplated by this 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 satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions on or prior to the ‎Effective Date, each of which may be waived only with the consent in writing of s‎BetOne, Bismark, Limitless and VON Acquisition:‎conditions: (a) the Interim 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, 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; (d) the 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 granted in the form and substance satisfactory to High Fusion, and shall not have been set aside or modified in a manner unacceptable to High 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 will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (i) none of the consents, orders, consents and rulings, approvals or assurances required to permit ‎the completion for the implementation of the Business CombinationArrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by High Fusion; (j) no Laws, the failure of regulation or policy shall have been proposed, enacted, promulgated or applied which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless interferes or VON Acquisition or ‎materially impede is inconsistent with the completion of the Business CombinationPlan of Arrangement, including any material change to the 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 been ‎obtained;‎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; (bl) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the consummation issuance of the Business Combination 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 shares representing no more than 5% of votes attaching to the High Fusion Shares, in the aggregate, shall have been issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction and remain in effect;‎ (c) 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) 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 Business Combination or any of the other ‎transactions contemplated by this Agreement;‎ exercised their Dissent Rights; and (ep) this Agreement shall not have been terminated in accordance with its terms.‎pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The obligations of VON Acquisitionthe Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, Aon or before the Effective Time, of each of the following conditions precedent, each of which may only be waived by the mutual consent of the Parties: (a) the 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 on terms reasonably satisfactory to each of the Parties, and shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (d) all requisite domestic and foreign regulatory approvals and consents, including, without limitation, those of any stock exchanges, securities regulatory authorities or antitrust authorities, shall have 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 waiting period under the United States H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇Antitrust Improvements Act of 1976, US Subcoas amended, s‎BetOne and Limitless to complete the ‎Business Combination are subject if applicable to the satisfaction of transactions contemplated under the following conditions on or prior to Arrangement and the ‎Effective Date, each of which may be waived only with the consent in 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 Business Combination, the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless or VON Acquisition or ‎materially impede the completion of the Business CombinationMerger, shall have expired or been ‎obtained;‎terminated, and no objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period; (be) no temporary restraining orderGovernmental Entity shall have enacted, issued, promulgated, applied for (or advised either any Vasogen Company or any IPC Company in writing that it has determined to make such application), enforced or entered any Law (whether temporary, preliminary injunctionor permanent) that restrains, permanent injunction enjoins or otherwise prohibits, or which would give rise to any right to damages or other order ‎preventing remedy as a result of, the consummation of the Business Combination shall have been issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction and remain in effect;‎ (c) 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, transactions contemplated by this Agreement or the ‎Amalco Shares shall be Merger Agreement or dissolves the Arrangement or the Merger, and no Legal Action in effect;‎ (d) 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 Business Combination or which any of the other ‎transactions contemplated by this Agreement;‎ 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) Appraisal Rights shall not have been exercised with respect to more than threepercent (3%) of the IPC US Shares, in the aggregate, in connection with the Merger; and (eh) this Agreement shall not have been terminated in accordance with its terms.‎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 VON Acquisitionthe Parties to consummate the transactions contemplated hereby, A▇▇▇▇▇▇ ▇▇▇▇▇and in particular the Arrangement, US Subco, s‎BetOne and Limitless to complete the ‎Business Combination are subject to the satisfaction satisfaction, on or before the Effective Date or such other time specified, of the following conditions on or prior to the ‎Effective Dateconditions, each any of which may be waived only with by the mutual written consent in writing of s‎BetOne, Bismark, Limitless and VON Acquisition:‎such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim 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 by the AcquiCo Shareholder(s) and the OppCo Shareholder(s) to the extent required by law, and in accordance with, the Arrangement Provisions and the constating documents of AcquiCo and OppCo; (d) the Final Order shall have been granted in form and substance satisfactory to Rockshield and each of AcquiCo and OppCo, acting reasonably; (e) all other consents, waivers, permits, exemptions, orders, consents regulations and approvals, including regulatory and judicial approvals and orders required to permit ‎the completion of the Business Combination, the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless or VON Acquisition necessary or ‎materially impede desirable for the completion of the Business Combination, transactions provided for in this Agreement and the Plan of Arrangement shall have been ‎obtained;‎obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to Rockshield and each of AcquiCo and OppCo; (b) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the consummation of the Business Combination shall have been issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction and remain in effect;‎ (c) 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;‎ (df) there shall not be pending in force any order or threatened any suit, action decree restraining 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 enjoining the consummation of the Business Combination or any of the other ‎transactions transactions contemplated by this Agreement;‎ Agreement and the Arrangement; and (eg) this Agreement shall not have been terminated under Article 7. Except for the conditions set forth in accordance with 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 terms.‎discretion.

Mutual Conditions Precedent. The obligations of VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne and Limitless each of the parties to this Agreement to complete the ‎Business Combination Restructuring are subject to the satisfaction fulfilment or mutual waiver by each of the parties hereto of the following conditions on or prior to the ‎Effective Date, each of which may be waived only with the consent in writing of s‎BetOne, Bismark, Limitless and VON Acquisition:‎conditions: (a) all consentsthe Restructuring and this Agreement shall have been approved by the board of directors of Surge, waivers, permits, exemptions, orders, consents Subco and approvals required to permit ‎the completion Big Sky; (b) the sale of the Business CombinationSurge BC Shares from Surge to the Purchasers shall have been approved by the shareholders of Surge in accordance with the laws of the State of Nevada and the rules and regulations of the SEC; (c) each party shall have performed each covenant or obligation to be performed by it hereunder in favour of the other parties, except that the parties hereto acknowledge that the covenant to prepare, file and deliver the Information Statement in accordance with Section 2.1(b) and (c) and the corresponding transfer of the Surge BC Shares shall not be considered a condition precedent to Closing and will be effected by Surge after the Closing Date in accordance with Rule 14c-2 of the Exchange Act; (d) the representations and warranties of each party set out in this Agreement shall be true and correct on and as of the date of this Agreement; (e) 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 have been enacted, promulgated, made, issued or applied to cease trade, enjoin, prohibit or impose material limitations on, the failure of which to obtain could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless Restructuring or VON Acquisition or ‎materially impede the transactions contemplated thereby; (f) there shall not exist any prohibition at law against the completion of the Business Combination, shall have been ‎obtained;‎ (b) no temporary restraining order, preliminary injunction, permanent injunction or other order ‎preventing the consummation of the Business Combination shall have been issued ‎by any federal, state, or provincial court (whether domestic or foreign) having ‎jurisdiction and remain in effect;‎ (c) 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) 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 Business Combination or any of the other ‎transactions contemplated by this Agreement;‎ Restructuring; and (eg) this Agreement shall not have been terminated in accordance with its terms.‎pursuant to the provisions hereof.