Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of 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 Regulatory Approvals and third party approvals and consents necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 shall have been obtained on terms and conditions satisfactory to the Parties, each 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 that would have 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 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 respective obligations of Parentco, Subco and Zemex to complete the Parties to consummate the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, Arrangement are subject to the satisfaction, on or before the Effective Date or such other time specified, satisfaction of the following conditionsconditions on or prior to the Closing Date, any each of which may be waived by only with the mutual written consent in writing of such Parties without prejudice to their right to rely on any other of such conditionsParentco and Zemex: (a) The Securityholders shall have 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 Final Order shall have been granted on terms consistent with this Agreement, entered by the Court in form and shall not have been set aside or modified in a manner unacceptable substance satisfactory to either each of the PartiesZemex and Parentco, 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) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the Effective Date consummation of the Arrangement shall have occurred on been issued by any federal, state or before the Outside Date;provincial court (whether domestic or foreign) having jurisdiction and remain in effect. (d) all Regulatory Approvals and third party approvals and consents necessary for 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 completion consummation of the Arrangement or any of the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 other transactions contemplated by this Agreement by the Outside Date shall have been obtained on terms and conditions satisfactory to the Parties, each acting reasonably;or any other Transaction Document. (e) the TSX and NYSE MKT The parties shall have approvedreceived from CFIUS a letter stating that such committee has reviewed the information submitted to it regarding the proposed transaction, subject only to customary conditionsthat there are no issues of national security under the Exon-F▇▇▇▇▇ Amendment, the listing of all of the Purchaser Shares issuable pursuant and that no action with respect to the Arrangement; andtransactions contemplated hereby will be taken, or the review, under the appropriate regulations, shall have concluded without any notification that such transactions are to be suspended or terminated. (f) On the Effective Date, no action shall have cease trade order or similar restraining order that has been taken under any existing Applicable Law or regulationentered by the SEC, 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 OSC or any other transactions contemplated by this Agreement; or (ii) results securities regulatory authority in a judgment or assessment of material damages against the Parties or their subsidiaries, directly or indirectly, relating relation to the transactions contemplated by this Agreement that would have a Material Adverse Effect upon the Purchaser (after giving effect to the Arrangement) or prevent or materially impair or materially delay or could reasonably Shares shall 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 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 haveeffect.

Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated by this Agreementhereby, and in particular the completion of the Arrangement, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of 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 Agreementin form and substance satisfactory to Red Lake and Spinco, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to either of the PartiesRed Lake and Spinco, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution Resolution, with or without amendment, shall have been passed approved and adopted by the Petroamerica Red Lake Shareholders at the Red Lake Meeting in accordance with the Arrangement Provisions, the Constating Documents of Red Lake, the Interim OrderOrder and the requirements of any applicable regulatory authorities; (c) the Effective Date Final Order shall have occurred on or before the Outside Datebeen granted in form and substance satisfactory to Red Lake and Spinco, acting reasonably; (d) all Regulatory Approvals other consents, orders, regulations and third party approvals, including regulatory and judicial approvals and consents orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement shall have been obtained or received from the failure persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to Red Lake and Spinco; (e) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Arrangement; (f) no law, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Arrangement and Plan of Arrangement, including any material change to obtain the income tax laws of Canada, which would reasonably be expected to have a Material Adverse Effect material adverse effect on any of Red Lake, the Purchaser Red Lake Shareholders or Spinco if the Arrangement is completed; (after giving effect to g) Dissent Rights shall not have been exercised by Red Lake Shareholders holding more than five percent (5%) of the Arrangementissued and outstanding Red Lake Shares. (h) the Arrangement and this Agreement, with 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 without amendment, shall have been obtained on terms and conditions satisfactory approved by Red Lake, as the sole shareholder of Spinco, to the Partiesextent required by, each acting reasonably; (e) the TSX and NYSE MKT shall have approved, subject only to customary conditionsin accordance with, the listing Arrangement Provisions and the Constating Documents of all of the Purchaser Shares issuable pursuant to the ArrangementSpinco; 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 that would shall not have 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 Datebeen terminated under Article 7. The foregoing conditions are Except for the mutual benefit conditions set forth in this §5.1 which, by their nature, may not be waived, any of the Parties and other conditions in this §5.1 may be asserted by waived, either Party regardless of the circumstances and may be waived by either Party (with respect to such Party) in their sole discretion, in whole or in part, by either Red Lake or Spinco, as the case may be, at any time and from time to time without prejudice to any other rights which such Party may haveits discretion.

Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated by this Agreementhereby, and in particular the completion of the ArrangementAmalgamation, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) The Aqua-Eo Shareholders will have approved the Interim Order and Final Order shall have been granted on terms consistent with this AgreementAmalgamation, if required, and shall not have been set aside approved or modified in a manner unacceptable consented to such other matters as either of the PartiesAqua-Eo or Tevano, each acting reasonably, on appeal will consider necessary or otherwisedesirable in connection with the Amalgamation in the manner required thereby; (b) The shareholders of Tevano will have approved the Arrangement Resolution shall have been passed by the Petroamerica Shareholders 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 accordance connection with the Interim OrderAmalgamation 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 Effective Date shall Amalgamation and not otherwise specifically described in this Agreement will have occurred on or before the Outside Datebeen obtained in form satisfactory to Tevano and Aqua-Eo, acting reasonably; (d) all Regulatory Approvals and third party approvals and consents necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 shall There will have been obtained on terms and conditions satisfactory to the Parties, each 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 Laws or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority that: government or governmental or regulatory authority which: (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement completion of the Amalgamation; or any other transactions contemplated by this Agreement; or (ii) results or could reasonably be expected to result in a judgment judgment, order, decree or assessment of material damages against the Parties or their subsidiariesdamages, directly or indirectly, relating to the transactions contemplated by this Agreement that would have a Material Adverse Effect upon Amalgamation which is, or could be, materially adverse to Tevano or Aqua-Eo, respectively; (e) The distribution of the Purchaser (after giving effect Tevano Shares pursuant to the ArrangementAmalgamation will be exempt from the prospectus and registration requirements of applicable Canadian securities laws by virtue of applicable exemptions under Applicable Canadian Securities Laws; (f) or prevent or materially impair or materially delay or could reasonably be expected to prevent or materially impair or delay the ability There are reasonable grounds for believing that no creditor of either Party 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 consummate 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 by and the Outside DateAmalgamation. The foregoing conditions are for the mutual benefit of Tevano and SubCo on the Parties one hand and Aqua-Eo on the other hand and may be asserted by either Party regardless of the circumstances and may be waived by either Party (with respect to such Party) in their sole discretionwaived, in whole or in part, jointly by the Parties at any time and from time to time without prejudice to time. If any other rights which such of the foregoing conditions are not satisfied or waived on or before the Effective Date then a Party may haveterminate 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 AcquisitionCo, Big Rock and the Parties Trust to consummate complete the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are Agreement shall be subject to the fulfilment or satisfaction, on or before the Effective Date or such other time specifiedDate, of each of the following conditions, any of which may be waived collectively by the mutual written consent of such Parties them without prejudice to their right to rely on any other of such conditionscondition: (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 approved at the Meeting by not less than 66 2/3% of the votes by the Petroamerica Shareholders and Optionholders, voting separately as a class, in accordance with the provisions of the Interim OrderOrder and any applicable regulatory requirements; (b) the Final Order shall have been granted in form and substance satisfactory to AcquisitionCo, Big Rock and the Trust acting reasonably not later than January 31, 2003 or such later date as the parties may agree; c) the Effective Date shall have occurred on or before Articles of Arrangement and all necessary related documents filed with the Outside Date; (d) all Regulatory Approvals and third party approvals and consents necessary for the completion of Registrar in accordance with the Arrangement shall be in form and substance satisfactory to each of AcquisitionCo, Big Rock and the failure of which to obtain would Trust, acting reasonably be expected to have a Material Adverse Effect on 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 and shall have been obtained on terms and conditions satisfactory to accepted for filing by the Parties, each acting reasonablyRegistrar together with the Final Order in accordance with subsection 193(9) of the ABCA; (ed) the TSX and NYSE MKT there shall have approved, subject only to customary conditions, the listing of all of the Purchaser Shares issuable pursuant to the Arrangement; and (f) be no action shall have been taken under any existing Applicable Law applicable law or regulation, nor any statute, rule, regulation or order order, which is enacted, enforced, promulgated or issued by any Governmental Authority court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, or there shall not be in force any order or decree of any such entity that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated by this Agreement; orherein; (ii) results in a any judgment or assessment of material damages against the Parties or their subsidiaries, directly or indirectly, indirectly relating to the transactions contemplated by this Agreement that herein; or (iii) imposes or confirms material limitations on the ability of the Trust effectively to exercise full rights of ownership of the securities of Amalco, including, without limitation, the right to vote any such securities; e) there will have been no material change with respect to the income tax laws or policies of Canada which would have a Material Adverse Effect upon material adverse effect on the Purchaser (after giving effect to proposed reorganization of Big Rock as contemplated by the Arrangement; f) arrangements satisfactory to Big Rock, AcquisitionCo and the Trust shall have been made to ensure that all outstanding Options shall have been surrendered, exercised, exchanged or prevent or materially impair or materially delay or could reasonably be expected terminated; g) all necessary third party and regulatory consents, approvals and authorizations with respect to prevent or materially impair or delay the ability of either Party to consummate the transactions contemplated by this Agreement by hereby shall have been completed or obtained including, without limitation, consents and approvals from the Outside Date. The foregoing conditions are for the mutual benefit Big Rock’s principal lenders; h) there shall not, as of the Parties Effective Date, be Securityholders that hold in excess of 5% of all Common Shares and may be asserted by either Party regardless Options that have validly exercised their rights of dissent under the Interim Order; and i) the approval of the circumstances and may TSX to the conditional substitutional listing of the Trust Units to be waived by either Party (with respect issued pursuant to such Party) in their sole discretionthe Arrangement shall have been obtained, in whole or in part, at any time and from time subject only to time without prejudice to any other rights which such Party may havethe filing of required documents.

Mutual Conditions Precedent. The respective obligations of the Parties to consummate complete the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, Arrangement are subject to the satisfaction, or mutual waiver by the Parties, on or before the Effective Date or such other time specifiedDate, of each of the following conditions, any each of which are for the mutual benefit of the Parties and which may be waived waived, in whole or in part, by the mutual written consent of such Parties without prejudice to their right to rely on Purchaser and the Company at any other of such conditionstime: (a) the Arrangement Resolution will have been approved by the Exeter Shareholders at the Exeter Meeting in accordance with the Interim Order and applicable Laws; (b) each of the Interim Order and Final Order shall will have been granted on terms consistent with this Agreementobtained in form and substance satisfactory to each of the Company and the Purchaser, each acting reasonably, and shall will not have been set aside or modified in a any manner unacceptable to either of the PartiesCompany or the Purchaser, 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 necessary conditional approvals or equivalent approvals, as the case may be, of the TSX, the NYSE and the NYSE MKT will have occurred on or before the Outside Datebeen obtained; (d) all Regulatory Approvals no Law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and third party approvals and consents necessary for no Proceeding will otherwise have been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 shall have been obtained on terms and conditions satisfactory to the Parties, each 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 (fe) 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 the Consideration Shares to be issued by any Governmental Authority that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits pursuant to the Arrangement or 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 other transactions contemplated by this Agreement; or (ii) results in a judgment or assessment state of material damages against the Parties or their subsidiariesUnited States, directly or indirectlyprovided, relating however, that the Company shall be not entitled to the transactions contemplated by this Agreement that would have 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 conditions in this subsection 7.1(e), and may shall be asserted by either Party regardless deemed to have waived such condition in the event that the Company fails to advise the Court prior to hearing in respect of the circumstances Interim Order that the Purchaser intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement and may be waived by either Party (comply with respect to the requirements set forth in Section 2.10 and the Final Order shall reflect such Party) in 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 havereliance.

Mutual Conditions Precedent. The respective obligations of the Parties hereto to consummate the transactions contemplated by this Agreementhereby, and in particular the completion of the Arrangement, are subject to the satisfaction, on or before the Effective Date or such other time specifiedas is specified below, of the following conditions, any of which may be waived by the mutual written consent of 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 Agreementin 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 either of the Partiessuch parties, each acting reasonably, on appeal or otherwise; (b) on or before February 2, 2004 the Arrangement Resolution shall have been passed by the Petroamerica Shareholders 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; (c) the Effective Date shall have occurred on or before February 3, 2004, the Outside DateFinal Order shall have been granted in form and substance satisfactory to each of AltaRex, Medical and Bancorp each acting reasonably; (d) all Regulatory Approvals the Articles of Arrangement, together with the Final Order, filed with the Registrar in accordance with the Arrangement and third party approvals and consents necessary for the completion Section 193(10) of the Arrangement the failure of which to obtain would reasonably ABCA shall be expected to have a Material Adverse Effect on 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 shall have been obtained on terms in form and conditions substance satisfactory to the Partieseach of AltaRex, Medical and Bancorp, each acting reasonably; (e) all requisite consents, orders, approvals and authorizations, including, without limitation, regulatory and judicial approvals and orders, required or necessary for the completion of the Arrangement (including receipt of a MRRS decision document and/or other discretionary orders from applicable securities regulatory authorities in 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 regulatory waiting periods to the transactions contemplated under the Arrangement, shall have been expired or been terminated, and no objection or opposition shall have been filed, initiated or made by any regulatory authority during any applicable statutory or regulatory period; (f) the TSX and NYSE MKT or, failing that, the TSXV shall have approvedaccepted notice of the Arrangement and the transactions contemplated thereby and shall have approved the issue of the Medical Common Shares and the listing of the Medical Common Shares, subject only to customary conditionsthe conditions that may be imposed by the TSX or the TSXV, as the listing of all of the Purchaser Shares issuable pursuant to the Arrangement; andcase may be; (fg) no action the Arrangement shall have been taken under any existing Applicable Law become effective on or regulationbefore February 3, 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 that would have 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 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.2004;

Mutual Conditions Precedent. The respective obligations of the Parties to consummate complete the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, Agreement are subject to the satisfactionfulfillment, on or before the Effective Date or such other time specifiedTime, of each of the following conditionsconditions precedent, any each of which may only be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditionsthe 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 granted obtained in form and on terms consistent with this Agreementreasonably satisfactory to each of the Parties, and shall not have been set aside or modified in a manner unacceptable to either of the Partiessuch 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 Regulatory Approvals requisite domestic and third party foreign regulatory approvals and consents necessary for the completion consents, including, without limitation, those of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on the Purchaser (after giving effect to the Arrangement) any stock exchanges, securities regulatory authorities 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 antitrust authorities, shall have been obtained on terms and conditions satisfactory to the PartiesVasogen, each 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, as amended, if applicable to the transactions contemplated under the Arrangement and the Merger, shall have expired or been terminated, and no objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period; (e) the TSX and NYSE MKT no Governmental Entity 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, enforcedissued, promulgated promulgated, applied for (or issued by advised either any Governmental Authority that: Vasogen Company or any IPC Company in writing that it has determined to make such application), enforced or entered any Law (iwhether temporary, preliminary or permanent) makes illegal or otherwise directly or indirectly that restrains, enjoins or prohibits otherwise prohibits, or which would give rise to any right to damages or other remedy as a result of, the Arrangement or any other transactions contemplated by this Agreement; or (ii) results in a judgment or assessment consummation of material damages against the Parties or their subsidiaries, directly or indirectly, relating to the transactions contemplated by this Agreement that would have a Material Adverse Effect upon or the Purchaser (after giving effect to Merger Agreement or dissolves the Arrangement) 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 Merger, and no Legal Action in which any of the Parties and may foregoing is sought shall be asserted by either Party regardless of the circumstances and may be waived by either Party pending; (f) Dissent Rights shall not have been exercised with respect to such Partymore than five percent (5%) in their sole discretionof the Vasogen Shares, in whole or the aggregate, in partconnection with the Arrangement; (g) Appraisal Rights shall not have been exercised with respect to more than three percent (3%) of the IPC US Shares, at any time in the aggregate, in connection with the Merger; and (h) this Agreement shall not have been terminated in 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 time 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 time without prejudice list on the Toronto Stock Exchange) and application shall have been made to any other rights which have such Party may havecommon 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 the Parties parties hereto to consummate the transactions contemplated by this Agreement, Stock Purchases and in particular the completion Arrangement shall be subject to fulfilment of each of the Arrangement, are subject to the satisfaction, following conditions on or before the Stock Purchase Closing Date and the Effective Date or such other time specifiedDate, of as the following conditionscase may be, any of which may be waived by the mutual written consent of such Parties parties hereto, without prejudice to their right to rely on any other or others of such conditionsthem: (a) the Interim Order and Final Order Agreement shall have been granted on accepted by the holders of Spectra Shares by such margin as is in compliance with the 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"Drag-Along Right" contained in the Series A Preferred Share terms; (b) the Plan of Arrangement Resolution shall have been passed approved by the Petroamerica Shareholders holders of Spectra Shares at the Special Meeting by such margin as is in accordance compliance with the terms and provisions of the OBCA and the Interim Order; (c) the Effective Date shall have occurred on all consents, approvals, authorizations, waivers and orders required or before the Outside Date; (d) all Regulatory Approvals and third party approvals and consents necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 herein shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances (including consents to change of control of Spectra under contractual obligations of Spectra and the issuance of the Final Order); (d) no legal impediment will exist, whether arising under Law or regulation, or by actions of a court, nor will any proceedings or Litigation, judicial, administrative or otherwise, be pending before a court or threatened, in Canada or elsewhere, that will have the consequence (or would, if successful, have the consequence) of preventing the Stock Purchases or the Arrangement, imposing material limitations or conditions on terms the Stock Purchases, Arrangement or the transactions contemplated hereby or on the rights of the ▇▇▇▇▇▇▇ Parties to own and conditions satisfactory exercise full rights to ownership of the PartiesSpectra Shares and the Subsidiary Purchase Shares, each acting reasonably;or which has resulted in, or if the Arrangement or Stock Purchases were completed, would result in a Material Adverse Change with respect to Spectra or its Subsidiaries; and (e) the TSX and NYSE MKT this Agreement shall not have approved, subject only to customary conditions, the listing of all of the Purchaser Shares issuable been terminated 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 that would have 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 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 haveArticle 7.

Mutual Conditions Precedent. The respective obligations of the Parties to consummate complete the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, Agreement are subject to the satisfactionfulfillment, on or before the Effective Date or such other time specifiedTime, of each of the following conditionsconditions precedent, any each of which may only be waived by with the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditionsthe Parties: (a) the Arrangement Resolution shall have been 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) the approval by Golden Stockholders of the Golden Meeting Resolution shall have been obtained at the Golden Meeting in accordance with applicable Law; (c) the Interim Order and the Final Order shall each have been granted obtained on terms consistent with this AgreementAgreement and satisfactory to the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the PartiesECU and Golden, 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 Regulatory Approvals and third party approvals and consents necessary for there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Golden or ECU which shall prevent the completion consummation of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 shall have been obtained on terms and conditions satisfactory to the Parties, each acting reasonably; (e) the TSX and NYSE MKT shall have approvedno action, subject only to customary conditions, the listing of all of the Purchaser Shares issuable pursuant to the Arrangement; and (f) no action suit or proceeding shall have been taken under any existing Applicable applicable Law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority that: 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 illegal or otherwise directly or indirectly restrains, enjoins or prohibits consummation of the Arrangement illegal, (ii) to enjoin or any other prohibit the Plan of Arrangement or the transactions contemplated by this Agreement; or , (iiiii) results which would render this Agreement unenforceable in a any way or frustrate the purpose and intent hereof, (iv) resulting in any judgment or assessment of material damages against damages, direct or indirect, which in the Parties aggregate has had or their subsidiaries, directly or indirectly, relating could be reasonably expected to the transactions contemplated by this Agreement that would have a an ECU Material Adverse Effect upon or a Golden Material Adverse Effect, (v) if the Purchaser (after giving effect to the Arrangement) or prevent or materially impair or materially delay or Arrangement were consummated, could reasonably be expected to prevent 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 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 impair breached any of the terms or delay conditions of the ability of either Subscription Agreement and the Private Placement shall have been completed by 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 to consummate the transactions contemplated by Consents shall have been obtained; and (j) 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 (shall not have been terminated in accordance with respect to such Party) in 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 haveits terms.

Mutual Conditions Precedent. The Each party’s obligation to satisfy their respective obligations of the Parties to covenants herein and consummate the Amalgamation and other transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are herein is subject to the satisfaction, on or before the Effective Date (or such other time specifieddate as otherwise may be specifically indicated), of the following conditions, any of which may be waived by the mutual written consent of the parties subject to the satisfaction or in absence of such Parties further conditions with respect to the giving of such waiver, and without prejudice to their right rights to rely on any one or more other of such conditionsconditions precedent: (a) if required by the Interim Order and Final Order CSE, the Amalgamation shall have been granted on terms consistent with this Agreement, and shall not have been set aside or modified in approved by a manner unacceptable to either majority of the Parties, each acting reasonably, on appeal or otherwiseSEEM Shareholders; (b) the Arrangement Resolution shall have been passed by provided written confirmation that it has agreed to convert the Petroamerica Shareholders in accordance with the Interim OrderConvertible Debt outstanding immediately prior to Closing into ROV Shares; (c) all necessary documents, approvals and consents shall be obtained to effect the Effective Date shall have occurred on or before appointments to the Outside Dateboard of directors and the management of SEEM described in subsections 5.1(b); (d) all Regulatory Approvals neither SEEM nor ROV shall have issued any further securities without the consent of the other party, other than as contemplated herein, or in the case of SEEM in connection with the exercise of the SEEM Options; (e) each of Subco and third party approvals ROV shall have received the requisite approval of their respective shareholders for the adoption of this Agreement and consents necessary for the completion of the Arrangement Amalgamation as required by the failure BCBCA, and shall have taken all necessary steps so that the Amalgamation may be effected; (f) all other approvals, consents and orders that are necessary or advisable for the consummation of which to obtain would reasonably be expected to have a Material Adverse Effect on the Purchaser (after giving effect to the Arrangement) Amalgamation 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 other transactions contemplated by this Agreement by herein, including the Outside Date approval of the CSE, shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, all on terms and conditions satisfactory to each of the Partiesparties hereto, each acting reasonably; (eg) there shall be no material action, cause of action, claim, demand, suit, investigation or other proceedings in progress, pending or threatened against or affecting any of SEEM, Subco or ROV, at law or in equity, or before any Governmental Authority, which involve the reasonable likelihood of any judgment or liability against any of the parties; (h) there shall not be in force any prohibition at law, order or decree restraining or enjoining the consummation of the Amalgamation or other transactions contemplated herein; (i) the TSX representations and NYSE MKT shall have approved, subject only to customary conditions, the listing of all warranties of the Purchaser Shares issuable pursuant to parties herein shall be true and correct in all material respects as at the ArrangementEffective Time; and (fj) no action all covenants, obligations and conditions of the parties herein on their parts shall be performed, satisfied and observed prior to or at the Effective Time shall have been taken under any existing Applicable Law or regulationperformed, 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 satisfied and observed in a judgment or assessment of all material damages against the Parties or their subsidiaries, directly or indirectly, relating to the transactions contemplated by this Agreement that would have 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 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 haverespects.

Mutual Conditions Precedent. The respective obligations Parties are not required to complete the Amalgamation, or any of the Parties to consummate the other transactions contemplated by under this Agreement, and in particular the completion of the Arrangement, are subject to the satisfaction, on or before the Effective Date or such other time specified, unless each of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice conditions is satisfied on or prior 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 Regulatory Approvals and third party approvals and consents necessary for the completion of the Arrangement the failure of , which to obtain would reasonably conditions may only be expected to have a Material Adverse Effect on 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 shall have been obtained on terms and conditions satisfactory to the Parties, each 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 that would have 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 their sole discretionwaived, in whole or in part, at by the mutual written consent of each of the Parties: (a) Each Party will have obtained all required director, shareholder, third party and Governmental Entity consents, waivers and approvals for the Amalgamation and transactions contemplated under this Agreement, including, all necessary approvals of the CSE, having been made, given or obtained on terms acceptable to SVH and KEG, each acting reasonably. (b) No Law is in effect that makes the consummation of the Amalgamation illegal or otherwise prohibits or 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 terms acceptable to SVH and KEG, each acting reasonably, and each such Regulatory Approval is in force and has not been modified. (d) The latest available audited and unaudited financial statements of each of the Parties, as required by the CSE 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) There shall not be any time 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 from time related transactions or to time without prejudice obtain divestiture, rescission or damages in connection with the Amalgamation and related transactions. (f) All applicable securityholders shall have 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 Section 6.1 of the KEG Disclosure Letter shall, when issued, be subject to any other rights which such Party may havethe 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 Parties’ obligations of the Parties to consummate complete the transactions contemplated by in this Agreement, and in particular the completion of the Arrangement, Arrangement Agreement are subject to satisfaction of the satisfaction, following conditions on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditionsDate: (a) the Interim Order and Final Order shall will have been granted obtained from the Court on terms consistent with this Agreement, acceptable to each of the Parties and shall will 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 Parties will have received all required approvals, including approval by Star Copper Shareholders of the Arrangement Resolution shall have been passed at the Meeting, approval by their respective boards of directors, and approval of the Petroamerica Shareholders in accordance CSE to the Arrangement, subject only to compliance with the Interim Orderusual conditions of that approval, if any; (c) the Effective Date delivery of New Star Copper Shares and Spinco Shares to be exchanged pursuant to the Arrangement to Star Copper Shareholders in the United States shall either be: (i) exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; (ii) be registered pursuant to an effective registration statement under the U.S. Securities Act; or (iii) issued pursuant to an exemption from the registration requirements of the U.S. Securities Act; provided, however that Star Copper shall not be entitled to the benefit of the conditions in this Section 5.1(c) and shall be deemed to have occurred waived such condition in the event that Star Copper fails to advise the Court prior to the hearing in respect of the Interim Order that Star Copper intends to rely on or before the Outside DateSection 3(a)(10) Exemption based on the Court’s approval of the Arrangement and comply with the requirements set forth in Section 2.2 and the Final Order shall reflect such reliance; (d) all Regulatory Approvals and third party approvals and consents necessary for there will not be in force any order or decree restraining or enjoining the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 Arrangement Agreement or the Plan of Arrangement; (e) none of the consents, orders, regulations or approvals contemplated by this Arrangement Agreement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either of the Outside Date shall have been obtained on terms and conditions satisfactory to the PartiesParties hereto, each acting reasonably; (ef) the TSX and NYSE MKT shall this Arrangement Agreement will not have approved, subject only to customary conditions, the listing of all of the Purchaser Shares issuable pursuant to the Arrangementbeen previously terminated; and (fg) no action shall the obligation of each Party to complete the Arrangement is subject to the further condition that the covenants of the other Parties will 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 that would have 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 Dateduly performed. The foregoing conditions in this Section 5.1 are inserted for the mutual benefit of the Parties and may be asserted by either Party regardless of the circumstances and may only be waived by either Party (with respect to such Party) in their sole discretion, in whole or in part, part at any time and from time to time without prejudice to any other rights which such Party may haveby each of the Parties.

Mutual Conditions Precedent. The respective obligations of the Parties to consummate complete the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, Agreement are subject to the satisfactionfulfillment, on or before the Effective Date or such other time specifiedTime, of each of the following conditionsconditions precedent, any each of which may only be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditionsthe 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 granted obtained in form and on terms consistent with this Agreementreasonably satisfactory to each of the Parties, and shall not have been set aside or modified in a manner unacceptable to either of the Partiessuch 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 Regulatory Approvals requisite domestic and third party foreign regulatory approvals and consents necessary for the completion consents, including, without limitation, those of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on the Purchaser (after giving effect to the Arrangement) any stock exchanges, securities regulatory authorities 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 antitrust authorities, shall have been obtained on terms and conditions satisfactory to the PartiesVasogen, each 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, as amended, if applicable to the transactions contemplated under the Arrangement and the Merger, shall have expired or been terminated, and no objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period; (e) the TSX and NYSE MKT no Governmental Entity 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, enforcedissued, promulgated promulgated, applied for (or issued by advised either any Governmental Authority that: Vasogen Company or any IPC Company in writing that it has determined to make such application), enforced or entered any Law (iwhether temporary, preliminary or permanent) makes illegal or otherwise directly or indirectly that restrains, enjoins or prohibits otherwise prohibits, or which would give rise to any right to damages or other remedy as a result of, the Arrangement or any other transactions contemplated by this Agreement; or (ii) results in a judgment or assessment consummation of material damages against the Parties or their subsidiaries, directly or indirectly, relating to the transactions contemplated by this Agreement that would have a Material Adverse Effect upon or the Purchaser (after giving effect to Merger Agreement or dissolves the Arrangement) 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 Merger, and no Legal Action in which any of the Parties and may foregoing is sought shall be asserted by either Party regardless of the circumstances and may be waived by either Party pending; (f) Dissent Rights shall not have been exercised with respect to such Partymore than five percent (5%) in their sole discretionof the Vasogen Shares, in whole or the aggregate, in partconnection with the Arrangement; (g) Appraisal Rights shall not have been exercised with respect to more than threepercent (3%) of the IPC US Shares, at any time in the aggregate, in connection with the Merger; and (h) this Agreement shall not have been terminated in 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 time 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 time without prejudice list on the Toronto Stock Exchange) and application shall have been made to any other rights which have such Party may havecommon 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 the Parties parties hereto to consummate complete the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are hereby shall be subject to the satisfaction, on or before the Effective Date (or such other time specifieddate as referred to below), of each of the following conditions, any of which (except for those set out in sections 7(a) to 7(d) inclusive) may be waived waived, as to it, by the mutual written consent of such Parties either Minera Andes or ▇▇ ▇▇▇▇▇▇ without prejudice to their the right of such party to rely on any other or others of such conditions: (a) the Interim Order Arrangement and the transactions contemplated thereby shall have been approved by the ▇▇ ▇▇▇▇▇▇ Shareholders at the La Mancha Shareholders' Meeting and the Reorganization shall have been approved by the Minera Andes Shareholders at the Minera Andes Shareholders Meeting; (b) the Final Order shall have been granted on terms consistent with by the Court, which order shall reflect the intent of the parties hereto as expressed by this Agreement and shall be in form and substance satisfactory to Minera Andes and ▇▇ ▇▇▇▇▇▇ acting reasonably and having regard to 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 Final Order shall have occurred on or before been accepted by the Outside DateRegistrar for filing; (d) all Regulatory Approvals and third party approvals and consents necessary for there shall not be in force any order or decree of a court of competent jurisdiction, any federal, provincial, state, municipal or other governmental department or any commission, board, agency or regulatory body restraining, interfering with or enjoining the completion consummation of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 including, without limitation, the Outside Date shall have been obtained on terms and conditions satisfactory to the Parties, each acting reasonablyArrangement; (e) all necessary regulatory and other required approvals with respect to the TSX and NYSE MKT transactions contemplated hereby, including, in particular, the Arrangement, shall have approvedbeen obtained; (f) the Stock Exchange shall have conditionally approved the listing thereon of the Minera Andes Shares issuable to the ▇▇ ▇▇▇▇▇▇ Shareholders pursuant to the Arrangement as of the Effective Date, subject only to customary conditions, compliance with the listing usual requirements of all such Stock Exchange; (g) the holders of not more than 5% of the Purchaser Minera Andes Shares issuable pursuant shall have exercised their dissent rights in respect of the Reorganization; (h) the holders of not more than 5% of the ▇▇ ▇▇▇▇▇▇ Shares shall have exercised their dissent rights in respect of the Arrangement; (i) the Degerstrom Agreements shall have been amended (or terminated as the case may be) to the Arrangementsatisfaction of each of Minera Andes and ▇▇ ▇▇▇▇▇▇, each acting reasonably, so as to clarify the number of and the circumstances in which the Minera Andes Shares are to be issued thereunder; and (fj) no action on or before May 30, 2003, ▇.▇. ▇▇▇▇▇▇▇▇▇▇, Inc. and its affiliates shall have been taken under any existing Applicable Law or regulation, nor any statute, rule, regulation or order entered into a lock up agreement pursuant to which is enacted, enforced, promulgated or issued by any Governmental Authority that: (i) makes illegal such parties agree not to sell or otherwise directly dispose or indirectly restrainsdeal in any way with any of their Minera Andes Shares, enjoins or prohibits except with the Arrangement or any other transactions contemplated by this Agreement; or (ii) results prior consent of ▇▇ ▇▇▇▇▇▇ and Minera Andes, each acting reasonably, for a period from the date of such lock up agreement until 180 days after the Effective Date, it being agreed that the lock up agreement will be in a judgment or assessment of material damages against the Parties or their subsidiariesform and substance satisfactory to ▇▇ ▇▇▇▇▇▇ and Minera Andes, directly or indirectly, relating to the transactions contemplated by this Agreement that would have 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 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 haveeach acting reasonably.

Mutual Conditions Precedent. The respective obligations of the Parties Nord and Allied to consummate complete the transactions contemplated by this Agreement, Agreement and in particular the completion obligation of Nord to file articles of arrangement to give effect to the Arrangement, are Arrangement shall be subject to the satisfaction, on or before the Effective Date or such other time specifiedDate, of the following conditions, any of which may be waived in whole or in part by the mutual written consent of such Parties parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order and Final Order Cease Trade Orders shall have been granted on terms consistent with this Agreement, revoked and Nord shall not have been set aside or modified become current in a manner unacceptable its reports to either of the Parties, each acting reasonably, on appeal or otherwiseSEC as required by U.S. Securities Laws; (b) the Arrangement Resolution shall have been passed approved without material amendment at the Nord Meeting by the Petroamerica Shareholders in accordance with requisite majority of persons entitled to vote thereon as may be determined by the Interim OrderCourt; (c) the Effective Date Interim Order and the Final Order shall have occurred on or before the Outside Datebeen obtained in form and substance satisfactory to Nord and Allied, acting reasonably; (d) the Allied Shares to be issued pursuant to the Plan of Arrangement are approved for official quotation by the ASX (conditional only on the issue of those shares and on Allied providing the ASX with an Appendix 3B as required by the Listing Rules) and shall be tradeable on the ASX (other than as limited by Rule 145 under the U.S. Securities Act or other restrictions on sales by affiliates (as defined in Rule 144 under the U.S. Securities Act) or control persons which may be applicable) under applicable Canadian Securities Laws and U.S. Securities Laws; (e) all Regulatory Approvals notification and third party any review requirements of the Investment Canada Act shall have been satisfied; (f) all other consents, orders and approvals necessary or that Nord and consents necessary Allied agree are appropriate for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 shall have been obtained on terms and conditions satisfactory to the Parties, each acting reasonablyobtained; (eg) the TSX and NYSE MKT there shall have approved, subject only to customary conditions, the listing of all of the Purchaser Shares issuable pursuant to the Arrangement; and (f) be no action shall have been taken under any existing Applicable Law applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated by this herein or in the Credit Agreement; or, where the failure to complete such transactions would have a Material Adverse Effect on the completion of the Arrangement; (ii) results in a judgment or assessment of material damages against the Parties or their subsidiariesdamages, directly or indirectly, relating to the transactions contemplated herein or in the Credit Agreement; or (iii) imposes or confirms material limitations on the ability of Allied to effectively exercise full rights of ownership of the Nord Shares to be acquired by this Allied pursuant to the Arrangement or on the ability of those Nord Securityholders to whom Allied Shares are issued pursuant to the Arrangement to effectively exercise full rights of ownership of such Allied Shares subject to securities law restrictions in applicable jurisdictions but, including the right to vote or trade any such shares on the ASX; (h) there shall not be in force any law, order or decree making illegal, restraining or enjoining the completion of the Arrangement or any other transactions contemplated herein or in the Credit Agreement that would or which enables any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, as a result of the transactions contemplated herein, to: (i) prohibit Allied or any of its subsidiaries or Nord or any of the Nord Subsidiaries from owning or operating all or any portion of their respective businesses or assets; or (ii) compel Allied or any of its subsidiaries or Nord or any of the Nord Subsidiaries to dispose of or hold separately all or any portion of their respective businesses or assets or the shares of Nord to be indirectly acquired by Allied pursuant to the Arrangement; if such prohibition or compulsion could have a Material Adverse Effect upon the Purchaser on Allied and its subsidiaries (including Nord), on a consolidated basis, after giving effect to completion of the Arrangement; and (i) 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 none of the Parties and may be asserted consents, orders or approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unacceptable by either Party regardless of the circumstances and may be waived by either Party (with respect to such Party) in their sole discretionNord or Allied, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may haveacting reasonably.

Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated by this Agreementhereby, and in particular the completion of the ArrangementAmalgamation, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order Articles of Amalgamation to be filed with the Director in accordance with the Amalgamation shall be in form 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 substance satisfactory to either each of the Parties, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by Articles of Continuance to be filed with the Petroamerica Shareholders Director in accordance with the Interim OrderAmalgamation shall be in form and substance satisfactory to each of the Parties, 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 Effective Date shall United States or elsewhere, whether or not having the force of law, and no law, regulation or policy will have occurred 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 before which, if the Outside DateAmalgamation were completed, would materially and adversely affect any of the Parties; (d) all Regulatory Approvals and third party approvals and consents necessary for there being no prohibition at Applicable Law against the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 shall have been obtained on terms and conditions satisfactory to the Parties, each acting reasonablyAmalgamation; (e) the TSX and NYSE MKT there shall have approvedbeen no material events affecting Clarmin and no material adverse changes in the condition (financial or otherwise), subject only assets, liabilities, operations, earnings, business or prospects of Clarmin or Cybin prior to customary conditionsthe 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 listing of all of Clarmin Disposition, and such other matters required to effect the Purchaser Shares issuable pursuant to the Arrangementtransactions contemplated hereby that may require CSE approval; (h) this Agreement shall not have been terminated in accordance with its terms; 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 restrainsClarmin and Cybin shall be satisfied, enjoins or prohibits in their sole discretion, with 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 that would have 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 Dateall due diligence investigations. 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 their sole discretionwaived, in whole or in part, at any time and from time to time jointly by the Parties, without prejudice to their right to rely on any other rights which 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 haveterminate 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 ▇▇▇, Subco and GLC to complete the Parties to consummate the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, Amalgamation are subject to the satisfaction, on or before the Effective Date or such other time specified, satisfaction of the following conditionsconditions on or prior to the Effective Date, any each of which may be waived by only with the mutual written consent in writing of such Parties without prejudice to their right to rely on any other of such conditions▇▇▇, Subco and GLC: (a) the Interim Order All consents, waivers, permits, exemptions, orders 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 approvals required 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 Regulatory Approvals and third party approvals and consents necessary for permit the completion of the Arrangement Amalgamation, the failure of which to obtain would could reasonably be expected to have a Material Adverse Effect on GLC or ▇▇▇ or materially impede the Purchaser completion of the Amalgamation, shall have been obtained; (after giving effect 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 ArrangementAmalgamation 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 prevent similar restraining order of any other provincial securities administrator relating to the ▇▇▇ ▇▇▇▇▇▇, the GLC Shares or materially impair the Amalco Shares shall be in effect; (f) There shall not be pending or materially delay threatened any suit, action or could reasonably be expected 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 prevent restrain or materially impair prohibit the consummation of the Amalgamation or delay any of the ability of either Party to consummate the other transactions contemplated by this Agreement by the Outside Date shall have been obtained on terms or seeking to obtain from ▇▇▇, Subco or GLC any damages that are material in relation to ▇▇▇, Subco and conditions satisfactory to the Parties, each acting reasonablyGLC; (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 that would have 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 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 respective obligations of the Parties to consummate complete the transactions contemplated by this Agreement, and in particular the completion of including the Arrangement, are subject to the satisfactionfulfillment, on or before the Effective Date or such other time specifiedTime, of each of the following conditionsconditions precedent, any each of which may be waived by waived, in whole or in part, only with the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditionsGMIN and Reunion Gold: (a) the Interim Order and Final Order Reunion Gold Securityholder Approval 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 obtained at the Parties, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the Petroamerica Shareholders Reunion Gold Meeting in accordance with the Interim Order; (b) the GMIN Shareholder Approval shall have been obtained at the GMIN Meeting in accordance with applicable Law; (c) the Effective Date Interim Order and the Final Order shall each have occurred been obtained on or before the Outside Dateterms consistent with this Agreement; (d) all Regulatory Approvals there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and third party approvals and consents necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 there shall not have been obtained on terms and conditions satisfactory to the Parties, each 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 any 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) Entity, that makes it illegal or otherwise directly or indirectly restrains, enjoins enjoins, prevents or prohibits the Arrangement or any other transactions contemplated by this Agreement; orconsummation of the Arrangement; (iie) results in a judgment or assessment the New Parent Shares, Reunion Gold Class B Shares, Spinco Consideration Shares, Replacement Reunion Gold Option, Replacement Options and Replacement Spinco Options to be issued under the Arrangement shall be exempt from the registration requirements of material damages against the Parties or their subsidiaries, directly or indirectly, relating U.S. Securities Act pursuant to the transactions contemplated by this Agreement that would Section 3(a)(10) Exemption; and (f) the Stock Exchange Approval shall have 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 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 havebeen obtained.

Mutual Conditions Precedent. The respective obligations of the Parties each party hereto to consummate complete the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are Agreement shall be subject to the satisfaction, on or before the Effective Date or such other time specifiedDate, of the following conditions, any none of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditionsparty hereto in whole or in part: (a) the Interim Order and Final Order Arrangement, with or without amendment, shall have been granted on terms consistent approved at the Meeting in accordance 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 otherwiseCorporations Act; (b) the Arrangement Resolution Order shall have been passed by the Petroamerica Shareholders obtained in accordance with the Interim Orderform 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 occurred on or before the Outside Datebeen 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 Regulatory Approvals material regulatory requirements shall have been complied with and third party all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and consents orders, necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on the Purchaser (after giving effect to the Arrangement) transactions provided for in this Agreement 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 Circular shall have been obtained on terms and conditions satisfactory to or received from the Partiespersons, each acting reasonablyauthorities or bodies having jurisdiction in the circumstances; (ef) the TSX and NYSE MKT shall have approved, subject only to customary conditions, the listing of all none of the Purchaser Shares issuable pursuant to the Arrangementconsents, orders, regulations or approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by Canarc or Caza acting reasonably; and (fg) no action this Agreement shall not have been taken terminated 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 that would have 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 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 haveArticle 6.

Mutual Conditions Precedent. The respective obligations of the Parties each party hereto to consummate complete the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, are Agreement shall be subject to the satisfaction, on or before the Effective Date or such other time specifiedDate, of the following conditions, any none of which may be waived unilaterally by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditionsParty in whole or in part: (a) the Interim Order and Final Order Arrangement, with or without amendment, 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 approved at the Parties, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the Petroamerica Shareholders 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 Effective Date TSX shall have occurred on or before received notice of the Outside 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 Regulatory Approvals material regulatory requirements shall have been complied with and third party all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and consents orders, necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 provided for in this Agreement by the Outside Date shall have been obtained on terms and 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 satisfactory to or require undertakings or security deemed unsatisfactory or unacceptable by the PartiesCompany or Newco, each acting reasonably; (ei) dissent rights shall not have been exercised prior to the TSX and NYSE MKT shall have approved, subject only to customary conditions, the listing Effective Date by holders of all 0.5% or more of the Purchaser Shares issuable pursuant to the ArrangementCommon Shares; and (fj) no action this Agreement shall not have been taken terminated 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 that would have 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 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 haveArticle 4.

Mutual Conditions Precedent. The respective obligations obligation of the Parties parties hereto to consummate complete the transactions contemplated by this Agreement, including the Arrangement and in particular the completion obligation of each of High Fusion and Neural to take such other action as is necessary or desirable to give effect to the Arrangement, are Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date or such other time specifiedDate, of the following conditions, any of which may be waived by the mutual written consent of 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 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 on terms consistent with this Agreementin the form and substance satisfactory to High Fusion, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, each acting reasonablyHigh Fusion, on appeal or otherwise; (bf) the Neural Shares to be issued in the United States pursuant to the Arrangement Resolution 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 passed by the Petroamerica Shareholders in accordance with the Interim Orderobtained or received on terms that are satisfactory to High Fusion; (ch) no action will have been instituted and be continuing on the Effective Date shall have occurred for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or before the Outside Date; (d) all Regulatory Approvals and third party approvals and consents necessary for the completion of relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the failure consummation of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 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, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by the Outside Date High Fusion; (j) no Laws, regulation or policy shall have been obtained on terms and conditions satisfactory proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the PartiesTax Act and other relevant income tax Laws of Canada or the Province of Ontario, each acting reasonablywhich would have a material adverse effect upon High Fusion Shareholders if the Plan of Arrangement is completed as set out in this Agreement; (ek) 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 TSX and NYSE MKT shall have approved, subject only to customary conditions, the listing of all issuance of the Purchaser Shares issuable 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 exercised their Dissent Rights; and (fp) no action this Agreement shall not 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 terminated pursuant to the transactions contemplated by this Agreement that would have 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 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 haveSection 6.2 hereof.

Mutual Conditions Precedent. The respective obligations of ▇▇▇, Subco and GLC to complete the Parties to consummate the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, Amalgamation are subject to the satisfaction, on or before the Effective Date or such other time specified, satisfaction of the following conditionsconditions on or prior to the Effective Date, any each of which may be waived by only with the mutual written consent in writing of such Parties without prejudice to their right to rely on any other of such conditions▇▇▇, Subco and GLC: (a) the Interim Order All consents, waivers, permits, exemptions, orders 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 approvals required 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 Regulatory Approvals and third party approvals and consents necessary for permit the completion of the Arrangement Amalgamation, the failure of which to obtain would could reasonably be expected to have a Material Adverse Effect on GLC or ▇▇▇ or materially impede the Purchaser completion of the Amalgamation, shall have been obtained; (after giving effect 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 ArrangementAmalgamation 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 prevent similar restraining order of any other provincial securities administrator relating to the ▇▇▇ Shares, the GLC Shares or materially impair the Amalco Shares shall be in effect; (f) There shall not be pending or materially delay threatened any suit, action or could reasonably be expected 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 prevent restrain or materially impair prohibit the consummation of the Amalgamation or delay any of the ability of either Party to consummate the other transactions contemplated by this Agreement by the Outside Date shall have been obtained on terms or seeking to obtain from ▇▇▇, Subco or GLC any damages that are material in relation to ▇▇▇, Subco and conditions satisfactory to the Parties, each acting reasonablyGLC; (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 that would have 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 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 respective obligations of the Parties to consummate the transactions contemplated by this Agreementhereby, and in particular the completion of the Arrangement, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of 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 Agreementin 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 either of the Parties, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the Petroamerica ▇▇▇▇▇ Shareholders at the ▇▇▇▇▇ Meeting in accordance with the Arrangement Provisions, the constating documents of ▇▇▇▇▇, the Interim OrderOrder and the requirements of any applicable regulatory authorities; (c) the Effective Date Arrangement and this Agreement, with or without amendment, shall have occurred on or before been approved by the Outside Date1020410 Shareholder, 1020416 Shareholder, 1020673 Shareholder and 1020680 Shareholder to the extent required by, and in accordance with, the Arrangement Provisions and the constating documents of each of 1020410, 1020416, 1020673 and 1020680; (d) all Regulatory Approvals and third party approvals and consents necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 Final Order shall have been obtained on terms granted in form and conditions substance satisfactory to the Parties, each acting reasonably; (e) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the TSX completion of the transactions provided for in this Agreement and NYSE MKT the Plan of Arrangement shall have approvedbeen obtained or received from the persons, subject only authorities or bodies having jurisdiction in the circumstances, each in form acceptable to customary conditions, the listing of all Parties; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the Purchaser Shares issuable pursuant to transactions contemplated by this Agreement and the Arrangement; and (fg) no action this Agreement shall not have been taken terminated 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 that would have 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 DateArticle 7. The foregoing conditions are Except for the mutual benefit conditions set forth in this §5.1 which, by their nature, may not be waived, any of the Parties and other conditions in this §5.1 may be asserted by waived, either Party regardless of the circumstances and may be waived by either Party (with respect to such Party) in their sole discretion, in whole or in part, by any of the Parties, as the case may be, at any time and from time to time without prejudice to any other rights which such Party may haveits discretion.

Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated by this Agreement, and in particular the completion each of the Arrangement, parties to this Agreement to complete the Restructuring are subject to the satisfaction, on fulfilment or before mutual waiver by each of the Effective Date or such other time specified, parties hereto of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order Restructuring and Final Order this Agreement shall have been granted on terms consistent with this Agreementapproved by the board of directors of Surge, Subco and shall not have been set aside or modified in a manner unacceptable to either of the Parties, each acting reasonably, on appeal or otherwiseBig Sky; (b) the Arrangement Resolution sale of the Surge BC Shares from Surge to the Purchasers shall have been passed approved by the Petroamerica Shareholders shareholders of Surge in accordance with the Interim Orderlaws of the State of Nevada and the rules and regulations of the SEC; (c) the Effective Date each party shall have occurred on performed each covenant or before obligation to be performed by it hereunder in favour of the Outside Dateother 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) all Regulatory Approvals the representations and third warranties of each party approvals set out in this Agreement shall be true and consents necessary for the completion correct on and as of the Arrangement the failure date of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 shall have been obtained on terms and conditions satisfactory to the Parties, each acting reasonablyAgreement; (e) the TSX no order or decree of any domestic or foreign court, tribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and NYSE MKT no law, regulation, policy, directive or order shall have approvedbeen enacted, subject only promulgated, made, issued or applied to customary conditionscease trade, enjoin, prohibit or impose material limitations on, the listing of all Restructuring or the transactions contemplated thereby; (f) there shall not exist any prohibition at law against the completion of the Purchaser Shares issuable pursuant to the ArrangementRestructuring; and (fg) no action this Agreement shall not 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 terminated pursuant to the transactions contemplated by this Agreement that would have 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 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 haveprovisions hereof.

Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, herein are subject to the satisfaction, on or before the Effective Date or such other time specifiedClosing Date, of the following conditionsconditions precedent, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order and Final Order TSX Approval 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 otherwiseobtained; (b) the Arrangement Resolution there 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 Regulatory Approvals and third party approvals and consents necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 shall have been obtained on terms and conditions satisfactory to the Parties, each 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 regulationLaws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority Entity, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated by this Agreementherein; or (ii) results in a judgment judgement preventing, or assessment of material damages against the Parties or their subsidiaries, directly or indirectlyindirectly relating to, relating to the transactions contemplated herein; (c) properly executed Unit Subscription Agreements, together with certified cheques or bank drafts or other forms of payment shall have been delivered by this Agreement that would have a Material Adverse Effect upon the Purchaser (after giving effect applicable Subscribers as contemplated in Section 2.1 to the Arrangementsatisfaction of Corridor and the Initial Investor Group, each acting reasonably; (d) a minimum of 21,739,130 Subscription Receipts will have been purchased pursuant to the Subscription Receipt Private Placement and all Escrow Release Conditions shall have been satisfied or prevent or materially impair or materially delay or could reasonably waived; and (e) all necessary consents to the Unit Private Placement and Reconstitution of Management required to be expected to prevent or materially impair or delay obtained as of the ability of either Party to consummate the transactions contemplated by this Agreement by the Outside DateClosing Date shall have been obtained. The foregoing conditions are for the mutual benefit of the Parties Initial Investor Group, on the one hand, and Corridor, on the other hand, and may be asserted by either Party of the Initial Investor Group or Corridor regardless of the circumstances and may be waived by either Party the Initial Investor Group or Corridor (with respect to such Partyitself) in 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, subject to Section 7.1.

Mutual Conditions Precedent. The respective obligations of the Parties to consummate the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, herein are subject to the satisfaction, on or before the Effective Date or such other time specifiedClosing Date, of the following conditions, conditions any of which may be waived by the mutual written consent of such the Parties without prejudice to their right rights to rely on any other of such conditions: (a) the Interim Order and Final Order shareholders of the Purchaser 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 approved the creation of the Parties, each acting reasonably, on appeal or otherwiseConsideration Shares in accordance with the provisions of the Business Corporations Act (British Columbia); (b) there shall not exist any prohibition under Applicable Laws against the Arrangement Resolution shall have been passed by consummation of the Petroamerica Shareholders in accordance with the Interim OrderTransaction; (c) there shall not be in force any order or decree restraining or enjoining the Effective Date shall have occurred on or before consummation of the Outside DateTransaction; (d) all Regulatory Approvals Consents, orders and third party approvals approvals, including, without limitation, shareholder, stock exchange, and consents regulatory approvals, required or necessary or desirable for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 Transaction shall have been obtained or received from the persons having jurisdiction in the circumstances, all on terms and conditions satisfactory to each of the Parties, each acting reasonably; (e) since the TSX and NYSE MKT date hereof to the Closing Date, no Applicable Laws or proposed Applicable Laws, any change in any Applicable Laws, or the interpretation or enforcement of any Applicable Laws shall have approvedbeen introduced, subject only to customary conditionsenacted or announced (including the introduction, enactment or announcement of any Applicable Laws respecting taxes or the Environment or any change therein or in the interpretation or enforcement thereof), the listing effect of all which will be to prevent or materially impair the completion of the Purchaser Shares issuable pursuant to the Arrangementtransactions contemplated herein; and (f) no action this Agreement shall not 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 terminated 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 that would have 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 (accordance with respect to such Party) in 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 haveSection 12.01.

Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to consummate complete the transactions contemplated by this Agreement, Agreement and in particular to file the completion documents required to give effect to the Arrangement shall be subject to satisfaction of the Arrangement, are subject to the satisfaction, following conditions on or before the Effective Date or such other time specified, of the following conditionsDate, 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 by the mutual written consent of such Parties any party hereto in whole or in part without prejudice to their such party's right to rely on any other of such conditionsthem: (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 granted on terms consistent with obtained from the Court in the manner contemplated by Section 2.02 of 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) 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 Regulatory Approvals other consents, orders, regulations and third party approvals, including regulatory and judicial approvals and consents orders, necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement shall have been obtained or received from the failure 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 which to obtain would reasonably be expected to have a Material Adverse Effect on 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 and the Outside Date Arrangement; (g) Lincoln and LPT shall have been obtained on 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 and or conditions satisfactory to or require undertakings or security deemed unsatisfactory or unacceptable by any of the Partiesparties hereto, each acting reasonably; (ei) the TSX various issuances and NYSE MKT 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 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; (j) this Agreement shall not have been terminated under Article Six; (k) the Continuance shall have approvedbeen 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 only to customary conditions, completion of the listing of Arrangement; (o) the Escrowed Shares shall have been transferred to persons designated by Lincoln; (p) all of the Purchaser Shares issuable pursuant 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 ArrangementPrivate Placement shall have been completed; (t) the Arrangement Filings shall have been accepted for filing by the Registrar; and (fu) no action dissent rights shall not 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 that would have 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 (exercised with respect to such Party) either the Continuance or the Arrangement by holders of Lincoln Shares which will in their sole discretion, in whole the aggregate represent 5% or in part, at any time and from time to time without prejudice to any other rights which such Party may havemore of the Lincoln Shares outstanding on the Lincoln Record Date.

Mutual Conditions Precedent. The respective obligations (i) Prior to execution hereof, Buyer and Sellers shall have agreed upon and executed a joint certificate generally allocating the Purchase Price among the Premises and Purchased Assets as set forth in Exhibit 20; provided however that Exhibit 20 may be modified by mutual agreement of the Parties parties prior to consummate Closing if, based on additional information coming to the transactions contemplated attention of the parties, such modification is appropriate. Buyer and Sellers acknowledge that such allocation shall have been arrived at by this Agreementarm's length negotiation, and in particular the completion of the ArrangementBuyer and Sellers hereby agree, are subject to the satisfaction, on or before the Effective Date or such other time specified, requirements of Section 1060 of the following conditionsInternal Revenue Code of 1986, any of which may be waived by as amended (the mutual written consent of 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"Code"), and shall not have been set aside the Treasury Regulations promulgated thereunder, in good faith to endeavor to report consistently, in any tax return completed or modified in a manner unacceptable to either filed by such party, the sale of the Parties, each acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the Petroamerica Shareholders Premises and Purchased Assets pursuant to this Agreement in accordance with the Interim Order; allocation. Sellers shall provide to Buyer, and Buyer shall provide to Sellers, all information for Part 1 of U.S. Treasury Department Form 8594 which will enable Buyer and Sellers each to make, in a timely manner, all filings (cincluding supplemental filings) the Effective Date shall have occurred on deemed appropriate by Sellers or before the Outside Date; (d) all Regulatory Approvals and third party approvals and consents necessary for the completion Buyer pursuant to Section 1060 of the Arrangement Code, and the failure of which to obtain would reasonably Treasury Regulations promulgated thereunder. All information provided by Sellers and Buyer in 34 37 compliance with this paragraph shall be expected to have a Material Adverse Effect on 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 shall have been obtained on terms complete and conditions satisfactory to the Parties, each acting reasonably; (e) the TSX and NYSE MKT shall have approved, subject only to customary conditions, the listing of accurate in 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; orrespects. (ii) results Within 30 days after the date of this Agreement, Buyer and the Company shall, if required, prepare and file proper notification forms and affidavits in a judgment compliance with the HSR Act. Buyer and the Company shall each pay one-half of all fees payable to Governmental Authorities in connection with such filings. If, following the filing of such forms, any Governmental Authority shall challenge the transaction contemplated hereby, or assessment of material damages against request additional filings or information, Buyer and the Parties or their subsidiaries, directly or indirectly, relating Company shall take preliminary steps to attempt to ascertain the transactions contemplated by this Agreement that would have 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 nature of the Parties challenge and may the likelihood that the Governmental Authority will permit the transaction contemplated hereby to proceed notwithstanding the challenge. After taking such preliminary steps, neither Buyer nor the Company shall have any obligation to contest such challenge or make or provide any such filing or information, and each shall be asserted by either Party regardless of the circumstances and may be waived by either Party (with respect to such Party) in their sole discretion, in whole or in partentitled, at any time its option, to withdraw its filing and from time to time without prejudice to any other rights which such Party may haveterminate this Agreement.

Mutual Conditions Precedent. The respective obligations of VON Acquisition, A▇▇▇▇▇▇ ▇▇▇▇▇, US Subco, s‎BetOne and Limitless to complete the Parties to consummate the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, ‎Business Combination are subject to the satisfaction, on or before the Effective Date or such other time specified, satisfaction of the following conditionsconditions on or prior to the ‎Effective Date, any each of which may be waived by only with the mutual written consent in writing of such Parties without prejudice to their right to rely on any other of such conditions:s‎BetOne, Bismark, Limitless and VON Acquisition:‎ (a) the Interim Order all consents, waivers, permits, exemptions, orders, consents 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 approvals required 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 Regulatory Approvals and third party approvals and consents necessary for the permit ‎the completion of the Arrangement Business Combination, the failure of which to obtain would reasonably could ‎reasonably be expected to have a Material Adverse Effect on s‎BetOne, Bismark, Limitless or VON Acquisition or ‎materially impede the Purchaser completion of the Business Combination, shall have been ‎obtained;‎ (after giving effect 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 ArrangementVON 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 prevent threatened any suit, action or materially impair proceeding by any Governmental ‎Entity, before any court or materially delay Governmental Authority, agency or could reasonably be expected tribunal,‎ domestic or foreign, that has a significant likelihood of success, seeking to prevent restrain or materially impair ‎prohibit the consummation of the Business Combination or delay any of the ability of either Party to consummate the transactions other ‎transactions contemplated by this Agreement by the Outside Date shall have been obtained on terms and conditions satisfactory to the Parties, each acting reasonably;Agreement;‎ and (e) the TSX and NYSE MKT this Agreement 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 not 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 terminated 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 that would have 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 (accordance with respect to such Party) in 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.its terms.‎

Mutual Conditions Precedent. The respective obligations of the Parties parties to consummate complete the transactions contemplated by this Agreement, Agreement and in particular to file the completion of documents required to give effect to the Arrangement, are Arrangement shall be subject to satisfaction of or mutual waiver by the satisfaction, parties on or before the Effective Date or such other time specified, of each of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Arrangement, with or without amendment, shall have been approved at the NxtPhase Meeting in accordance with the provisions of the Interim Order and Final Order the Arrangement shall have otherwise been granted on terms consistent with this Agreement, approved and shall not have been set aside adopted by the requisite majorities of persons entitled to vote thereon as determined by the Court or modified in a manner unacceptable to either by any other rules and policies of the Parties, each acting reasonably, on appeal or otherwiseCanadian corporate and securities regulatory authorities having jurisdiction; (b) the Arrangement Resolution 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 passed issued and no proceeding shall be pending or to the knowledge of Beacon threatened by the Petroamerica Shareholders in accordance with SEC to suspend the Interim Ordereffectiveness 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 Effective Date Interim Order and the Final Order shall have occurred on or before been obtained from the Outside DateCourt in form and substance satisfactory to each of the parties, acting reasonably; (d) all Regulatory Approvals other consents, orders, regulations and third party approvals, including regulatory and judicial approvals and consents orders, necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 provided for in this Agreement by the Outside Date shall have been obtained on terms and conditions satisfactory to or received from the Partiespersons, each acting reasonablyauthorities or bodies having jurisdiction in the circumstances; (e) the TSX and NYSE MKT Beacon Shareholders shall have approved, subject only to customary conditions, approved (i) the listing Plan of all Arrangement and the issuance of the Purchaser Beacon Shares issuable pursuant to the ArrangementArrangement and this Agreement, (ii) an amendment to the Beacon 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; (f) subject to Section 4.7 and any applicable securities laws in the provinces of Canada, the issuance of the Beacon Shares pursuant to the Arrangement will comply with the registration requirements by 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 applicable securities laws in each of the provinces of Canada in which NxtPhase Shareholders are resident; and (fg) no action shall have been taken under order or decree of any existing Applicable Law domestic or foreign court, tribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and no law, regulation, nor any statutepolicy, rule, regulation directive or order which is shall be enacted, enforcedpromulgated, promulgated made, issued or issued by any Governmental Authority that: (i) makes illegal applied to cease trade, enjoin, prohibit or otherwise directly or indirectly restrainsimpose material limitations on, 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 that would have 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 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 havethereby.

Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to consummate the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, herein are subject to the satisfaction, on or before the Effective Date or such other time specifiedClosing Date, of the following conditions, any of which may be waived by the mutual written consent of such Parties parties without prejudice to their right rights to rely on any other or others of such conditions: (a) on or before June 15, 2017, the Interim Order receipt of all necessary regulatory 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 otherwiseExchange approvals; (b) on or before May 15, 2017, the Arrangement Resolution shall have been passed approval of the Amalgamation by the Petroamerica Shareholders in accordance with MariCann shareholders at the Interim OrderMariCann Meeting and the approval by the Danbel shareholders of the matters to be considered at the Danbel Meeting; (c) the Effective Date shall have occurred on or before May 15, 2017, the Outside DateDanbel Subco Amalgamation Special Resolution shall have been approved by Danbel as the sole shareholder of Danbel Subco in accordance with the provisions of the 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 in force any order or decree restraining or enjoining the consummation of the 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 Regulatory Approvals other consents, orders and third party approvals and consents approvals, including, without limitation, regulatory approvals, required or necessary or desirable for the completion of the Arrangement transactions provided for in this Agreement, including, without limitation, the failure approval of which to obtain would reasonably be expected to have a Material Adverse Effect on the Purchaser (after giving effect to Director under the Arrangement) or prevent or materially impair or materially delay or could reasonably be expected to prevent or materially impair or delay OBCA of the ability of either Party to consummate the transactions contemplated by this Agreement by the Outside Date Amalgamation, shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, all on terms and conditions satisfactory to each of the Partiesparties hereto, each acting reasonably; (eh) the TSX auditors of Danbel, HS & Partners LLP, shall provide its consent to Danbel and NYSE MKT shall have approvedMariCann 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 only to customary conditionsthe 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 listing 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 Purchaser issued and outstanding MariCann Shares issuable shall have exercised their rights to dissent pursuant to applicable corporate law in respect of the ArrangementMariCann Amalgamation Special Resolution; and (fl) no action this Agreement shall not 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 terminated 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 that would have 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 (accordance with respect to such Party) in 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 haveSection 7.2 hereof.

Mutual Conditions Precedent. The respective obligations of the Parties Nevoro and Pursuit to consummate complete the transactions contemplated by this Agreement, Agreement and in particular the completion obligation of Pursuit to file a copy of the Arrangement, are Final Order and a certified copy of this Agreement with the Director shall be subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (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 Order and Final Order the Arrangement shall have otherwise been granted on terms consistent with this Agreement, approved and shall not have been set aside adopted by the requisite majorities of persons entitled or modified in a manner unacceptable required to either of vote thereon as determined by the Parties, each acting reasonably, on appeal or otherwiseCourt; (b) the Arrangement Resolution Interim Order shall have been passed by the Petroamerica Shareholders granted in accordance with the Interim Orderform and substance satisfactory to Pursuit; (c) the Effective Date Final Order shall have occurred on or before been obtained in form and substance satisfactory to Pursuit and having regard to this Agreement and a certified copy, together with a certified copy of this Agreement, and any other required documents, shall have been accepted by the Outside DateDirector for filing; (d) all Regulatory Approvals and third party approvals and consents necessary for the completion TSX shall have approved the terms of the Arrangement subject to compliance with the failure usual requirements of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 shall have been obtained on terms and conditions satisfactory to the Parties, each acting reasonablysuch exchange; (e) all other consents, orders, rulings, approvals and assurances, including regulatory and judicial approvals and orders required, necessary or desirable for the TSX and NYSE MKT Arrangement to become effective shall have approvedbeen obtained or received from the Persons, subject only authorities or bodies having jurisdiction in the circumstances, each in a form acceptable to customary conditions, the listing of all of the Purchaser Shares issuable pursuant to the Arrangement; andPursuit and Nevoro; (f) no action shall have been taken under order or decree of any existing Applicable Law domestic or foreign court, tribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and no law, regulation, nor any statutepolicy, rule, regulation directive or order which is shall be enacted, enforcedpromulgated, promulgated made, issued or issued by any Governmental Authority that: (i) makes illegal applied to cease trade, enjoin, prohibit or otherwise directly or indirectly restrains, enjoins or prohibits impose material limitations on the Arrangement or any other transactions contemplated by this Agreementthereby; orand (iig) 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 that would shall not have 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 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 havebeen terminated under Section 6 hereof.

Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to consummate complete the transactions contemplated by this Agreement, and in particular the completion of the Arrangement, hereunder are subject to the satisfaction, on or before the Effective Date or such other time specifiedClosing Date, of the following conditions, conditions any of which may be waived by the mutual written consent of such Parties parties without prejudice to their right rights to rely on any other of such conditionsconditions contained herein: (a) the Interim Order Amalgamation and Final Order this Agreement shall have been granted on terms consistent with this Agreementapproved by the directors of SubCo, the Acquiree and the Acquiror, and shall not have been set aside or modified by Acquiror, in a manner unacceptable to either its capacity as sole shareholder of the Parties, each acting reasonably, on appeal or otherwiseSubCo; (b) the Arrangement Resolution Amalgamation and this Agreement shall have been passed approved either by (a) the Petroamerica required majority of the votes of the Acquiree Shareholders who, being entitled to do so, vote in person or by proxy at the meeting of Acquiree Shareholders in accordance with the Interim Orderprovisions of the Act or (b) written resolution signed by all of the Acquiree Shareholders; (c) there shall not be in force any order or decree restraining or enjoining the Effective Date shall have occurred on or before consummation of the Outside Datetransactions contemplated by this Agreement, including, without limitation, the Amalgamation; (d) all Regulatory Approvals other consents, orders and third party approvals and consents necessary approvals, including, without limitation, regulatory approvals, required or desirable for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on 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 herein shall have been obtained or received from the Person, authorities or bodies having jurisdiction in the circumstances, all on terms and conditions satisfactory to each of the Partiesparties hereto, each acting reasonably; (e) the TSX and NYSE MKT upon Closing, all regulatory requirements shall have approved, subject only to customary conditions, the listing been or are capable of all of the Purchaser Shares issuable pursuant to the Arrangement; andbeing satisfied; (f) no material action or proceeding shall have been be pending or threatened by any Person, governmental authority, regulatory body or agency and there shall be no action taken under any existing Applicable Law applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement Amalgamation or any other transactions contemplated by this Agreementherein; or (ii) results in a judgment or assessment of material damages against the Parties or their subsidiaries, directly or indirectly, indirectly relating to the transactions contemplated by this Agreement that would herein. (g) delivery of a copy of the Acquiror’s Financial Statements to Acquiree, once they have 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 been approved by the Outside Dateboard of directors of Acquiror; (h) delivery of a copy of the Acquiree’s Financial Statements to Acquiror, once they have been approved by the board of directors of Acquiree; (i) delivery of consulting agreements with the Management Members, in form and substance reasonably acceptable to Acquiror and the Acquiree, acting reasonably (the “Consulting Agreements”) providing for the issuance of an aggregate of 1,200,000 restricted share units of the Acquiror which 50% shall vest on closing and 50% shall vest quarterly over three years and which shall be provided to four Management Members, with 500,000 restricted shares units provided to one individual, 500,000 restricted shares units provided to another individual, and 200,000 restricted share units provided to another individual, as set forth in the Consulting Agreements and in connection with these three individuals continuing as consultants of Acquiror following Closing. Such RSU’s shall fully vest if the Consulting Agreements are terminated for any reason. The foregoing conditions are for the mutual benefit of Acquiree on the Parties one hand and Acquiror on the other hand and may be asserted by either Party Acquiree and by Acquiror regardless of the circumstances and may be waived by either Party (with respect to such Party) Acquiree and Acquiror in 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 Acquiree or Acquiror may have. If any of such conditions shall not be complied with or waived as aforesaid on or before the Effective Date or, if earlier, the date required for the performance thereof, then, subject to section 6.4 hereof, a party hereto may rescind and terminate this Agreement by written notice to the other of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a material breach of this Agreement by such rescinding party hereto.