Common use of Conditions Precedent to the Obligations of Each Party Clause in Contracts

Conditions Precedent to the Obligations of Each Party. The obligations of the respective parties hereto to effect the Merger are subject to the satisfaction or waiver (if permitted by and subject to applicable law, unless otherwise indicated) of the following conditions: (a) the adoption of this Agreement shall have been approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon; (b) Athena Delaware shall have obtained any required consents, amendments and/or waivers with respect to its material contracts, and (ii) any other material credit and debt arrangements to which Athena Delaware is a party, to the consummation of the Merger without triggering any acceleration or other material adverse consequences for Athena Delaware or Athena BC or other obligors thereunder; (c) the Common Shares shall have been authorized for listing on the Canadian Securities Exchange, subject to official notice of issuance and satisfaction of other standard conditions; (d) Davidson & Company LLP tax counsel to Athena Delaware and Athena BC, shall have delivered a tax opinion, as of the effective date of the Merger, in form and substance acceptable to Athena BC; (e) the registration statement on Form S-4/A of F-4 (as applicable), filed with the U.S. Securities and Exchange Commission by Athena BC in connection with the offer of the Common Shares to be delivered as consideration pursuant to the Merger (the “Registration Statement”), shall have become effective under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and no stop order with respect thereto shall be in effect; (f) no decree, order or injunction shall have been in effect with respect to the Registration Statement; (g) no law or order prohibiting or pending lawsuit seeking to prohibit the Merger shall have been issued or filed by any competent U.S., Canada or British Columbia governmental entity; (h) other than the filing of the Certificate of Merger provided for under Article I, all material consents and authorizations of, filings or registrations with, and notices to any governmental or regulatory authority required of Athena Delaware, Athena BC or any of their respective subsidiaries to consummate the Merger and the other transactions contemplated hereby, including without limitation any filings required under (i) applicable U.S. state securities and “Blue Sky” laws and (ii) applicable British Columbia securities laws, shall have been obtained or made; (i) the Common Shares shall have been deemed eligible for deposit, book-entry and clearance services by DTC and its affiliates; (j) Athena BC has at all times, is and shall be solvent (and this condition shall not be subject to waiver); and (k) Not in excess of 2% of the total issued and outstanding shares of Common Stock shall constitute Dissenting Shares as at the Effective Time of the Merger.

Conditions Precedent to the Obligations of Each Party. The obligations of the respective parties hereto to effect the Merger are subject to the satisfaction or waiver (if permitted by and subject to applicable law, unless otherwise indicated) of the following conditions: (a) the adoption of this Agreement shall have been approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon; (b) Athena Trillion Delaware shall have obtained any required consents, amendments and/or waivers with respect to its material contracts, and (ii) any other material credit and debt arrangements to which Athena Trillion Delaware is a party, to the consummation of the Merger without triggering any acceleration or other material adverse consequences for Athena Trillion Delaware or Athena Trillion BC or other obligors thereunder; (c) the Common Shares shall have been authorized for listing on the Canadian Securities Exchange, subject to official notice of issuance and satisfaction of other standard conditions; (d) Davidson & Company ▇▇▇▇▇▇▇▇ Tax LLP tax counsel to Athena Trillion Delaware and Athena Trillion BC, shall have delivered a tax opinion, as of the effective date of the Merger, in form and substance acceptable to Athena Trillion BC; (e) the registration statement on Form S-4/A S-4 of F-4 (as applicable), filed with the U.S. Securities and Exchange Commission by Athena Trillion BC in connection with the offer of the Common Shares to be delivered as consideration pursuant to the Merger (the “"Registration Statement”"), shall have become effective under the U.S. Securities Act of 1933, as amended (the “"Securities Act”"), and no stop order with respect thereto shall be in effect; (f) no decree, order or injunction shall have been in effect with respect to the Registration Statement; (g) no law or order prohibiting or pending lawsuit seeking to prohibit the Merger shall have been issued or filed by any competent U.S., Canada or British Columbia governmental entity; (h) other than the filing of the Certificate of Merger provided for under Article I, all material consents and authorizations of, filings or registrations with, and notices to any governmental or regulatory authority required of Athena Trillion Delaware, Athena Trillion BC or any of their respective subsidiaries to consummate the Merger and the other transactions contemplated hereby, including without limitation any filings required under (i) applicable U.S. state securities and “"Blue Sky” " laws and (ii) applicable British Columbia securities laws, shall have been obtained or made; (i) the Common Shares shall have been deemed eligible for deposit, book-entry and clearance services by DTC and its affiliates; (j) Athena Trillion BC has at all times, is and shall be solvent (and this condition shall not be subject to waiver); and (k) Not in excess of 2% of the total issued and outstanding shares of Common Stock shall constitute Dissenting Shares as at the Effective Time of the Merger.

Conditions Precedent to the Obligations of Each Party. The respective obligations of the respective parties hereto to effect regarding the Merger are closing of the transaction contemplated under this Agreement shall be subject to the satisfaction or waiver (if permitted by and subject to applicable law, unless otherwise indicatedwhere permissible) of the following conditionsconditions precedent: (a) the adoption of this Agreement all governmental, administrative or regulatory approvals or notifications as set forth in Annex 3.2.1 (a) shall have been approved obtained or made, respectively, either unconditionally or subject to the satisfaction or compliance, respectively, of certain conditions or commitments required by the affirmative vote relevant authorities (“Governmental Approvals”), such conditions or commitments to be reasonably satisfactory to the parties, or any waiting period and the applicable governmental administrative and/or regulatory laws and regulations shall have expired or shall have been terminated by the competent authorities; in particular, regarding Germany applies: Within the period of § 40 para. 1 sentence 1 of the holders of a majority merger control act (GWB), BKartA has (i) notified to the filing party the approval of the issued intended merger or (ii) not notified the entering into a full review procedure (Hauptprüfverfahren); the condition first completed shall be relevant; in case the BKartA has entered into the full review procedure, within the period of § 40 para. 2 GWB or the period extended in accordance with § 40 para. 2 sentence 4 number 1 GWB, the BKartA, respectively, (i) has notified to the filing party the approval of the intended merger without requirements and outstanding shares conditions and the approval’s effect is not suspended or (ii) has notified the approval of Common Stock entitled the intended merger with requirements and conditions that are reasonably satisfactory to vote thereon;the parties and the approval’s effect is not suspended or (iii) no prohibition order has been issued; the condition first completed shall be relevant The Parties undertake to agree to an extension of the review period proposed by the BKartA in the full review procedure pursuant to § 40 para. 2 number 1 GWB or to propose to the BKartA through the Buyer such extension in the view of completion of the conditions mentioned. (b) Athena Delaware no action shall have obtained be pending and no order, injunction or decree of any required consentscompetent court, amendments and/or waivers with respect to its material contractsadministrative body or arbitration tribunal exists which prohibits, and (ii) any other material credit and debt arrangements to which Athena Delaware is a partyrestrains, to impedes or substantially complicates the consummation of the Merger without triggering any acceleration or other material adverse consequences for Athena Delaware or Athena BC or other obligors thereundertransaction contemplated in this Agreement; (c) the Common Shares shall Seller and the Company have been authorized for listing on entered into the Canadian Securities Exchange, subject to official notice of issuance following agreements and satisfaction of other standard conditions; (d) Davidson & Company LLP tax counsel to Athena Delaware and Athena BC, shall have delivered a tax opinion, as of executed the effective date of the Merger, in form and substance acceptable to Athena BC; (e) the registration statement on Form S-4/A of F-4 (as applicable), filed with the U.S. Securities and Exchange Commission by Athena BC in connection with the offer of the Common Shares to be delivered as consideration pursuant to the Merger (the “Registration Statement”), shall have become effective under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and no stop order with respect thereto shall be in effect; (f) no decree, order or injunction shall have been in effect with respect to the Registration Statement; (g) no law or order prohibiting or pending lawsuit seeking to prohibit the Merger shall have been issued or filed by any competent U.S., Canada or British Columbia governmental entity; (h) other than the filing of the Certificate of Merger performances provided for under Article Iin these agreements or taken the following resolutions, all material consents and authorizations of, filings or registrations with, and notices to any governmental or regulatory authority required of Athena Delaware, Athena BC or any of their respective subsidiaries to consummate the Merger and the other transactions contemplated hereby, including without limitation any filings required under (i) applicable U.S. state securities and “Blue Sky” laws and (ii) applicable British Columbia securities laws, shall have been obtained or maderespectively; (i) the Common Shares shall have been deemed eligible for deposit, book-entry and clearance services by DTC and its affiliates; (j) Athena BC has at all times, is and shall be solvent (and this condition shall not be subject to waiver); and (k) Not in excess of 2% transfer of the total issued and outstanding shares of Common Stock shall constitute Dissenting Shares as at the Effective Time of the Merger.patents listed in Annex 3.2.1

Conditions Precedent to the Obligations of Each Party. The obligations of the respective parties hereto Federal, ▇▇▇.▇▇▇, CACI Sub and CACI Parent to effect the Merger are Acquisition shall be subject to the satisfaction fulfillment at or waiver (if permitted by and subject prior to applicable law, unless otherwise indicated) the Closing of the following conditionsconditions and the parties shall exert their best efforts to cause each such condition to be so fulfilled: 5.1.1. No injunction or restraining or other order issued by a court of competent jurisdiction that prohibits or materially restricts the consummation of the Acquisition or any other material transaction contemplated by this Agreement shall be in effect (a) each party agreeing to use its best efforts to have any such injunction or other order lifted), and no governmental action or proceeding shall have been commenced or threatened in writing seeking any injunction or restraining or other order that seeks to prohibit, restrain, invalidate or set aside consummation of the adoption Acquisition. 5.1.2. There shall not have been any action taken, and no statute, rule or regulation shall have been enacted, by any state or federal government agency since the date of this Agreement that would prohibit or materially restrict the Acquisition. 5.1.3. All filings with and notifications to, and all approvals and authorizations of, third parties (including, without limitation, governmental entities and authorities) required for the consummation of the Acquisition and for the business and operation of the Assets to be continued in the same manner as currently conducted shall have been made or obtained and all such approvals and authorizations obtained shall be effective and shall not have been suspended, revoked or stayed by action of any governmental entity or authority (it being understood that, as to contracts that may be novated, approval of the government contracting authority may be sought after the Closing). 5.1.4. The Escrow Agreement, the Royalty Agreement, the Subcontract and the Strategic Alliance Agreement shall have been approved executed by all parties thereto. 5.1.5. All applicable waiting periods (and any extensions thereof) under the H-S-R Act shall have expired or otherwise been terminated and there has been no adverse action by the affirmative vote Federal Trade Commission or the United States Department of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon; (b) Athena Delaware shall have obtained any required consents, amendments and/or waivers with respect to its material contracts, and (ii) any other material credit and debt arrangements to which Athena Delaware is a party, to the consummation of the Merger without triggering any acceleration or other material adverse consequences for Athena Delaware or Athena BC or other obligors thereunder; (c) the Common Shares shall have been authorized for listing on the Canadian Securities Exchange, subject to official notice of issuance and satisfaction of other standard conditions; (d) Davidson & Company LLP tax counsel to Athena Delaware and Athena BC, shall have delivered a tax opinion, as of the effective date of the Merger, in form and substance acceptable to Athena BC; (e) the registration statement on Form S-4/A of F-4 (as applicable), filed with the U.S. Securities and Exchange Commission by Athena BC Justice in connection with the offer filing under the provisions of the Common Shares to be delivered as consideration pursuant to the Merger (the “Registration Statement”), shall have become effective under the U.S. Securities Act of 1933, as amended (the “Securities H-S-R Act”), and no stop order with respect thereto shall be in effect; (f) no decree, order or injunction shall have been in effect with respect to the Registration Statement; (g) no law or order prohibiting or pending lawsuit seeking to prohibit the Merger shall have been issued or filed by any competent U.S., Canada or British Columbia governmental entity; (h) other than the filing of the Certificate of Merger provided for under Article I, all material consents and authorizations of, filings or registrations with, and notices to any governmental or regulatory authority required of Athena Delaware, Athena BC or any of their respective subsidiaries to consummate the Merger and the other transactions contemplated hereby, including without limitation any filings required under (i) applicable U.S. state securities and “Blue Sky” laws and (ii) applicable British Columbia securities laws, shall have been obtained or made; (i) the Common Shares shall have been deemed eligible for deposit, book-entry and clearance services by DTC and its affiliates; (j) Athena BC has at all times, is and shall be solvent (and this condition shall not be subject to waiver); and (k) Not in excess of 2% of the total issued and outstanding shares of Common Stock shall constitute Dissenting Shares as at the Effective Time of the Merger.