Common use of Purchaser’s Conditions Precedent Clause in Contracts

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and (d) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1.

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and; (d) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1; and (e) the Company shall have executed and delivered to Purchaser each of the other Transaction Documents.

Purchaser’s Conditions Precedent. The obligation of the Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and; (d) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to the Purchaser and Placement Agents a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1; (i) the shareholders of the Company shall have approved at the General Meeting a delegation of authority to the board of directors of the Company in order to effect one (or several) share capital increase(s) up to a maximum nominal amount of €70,000,000 through the issuance, inter alia, of shares and/or securities giving access to the share capital with subscriptions reserved to a specified class of investors including QIBs and IAIs, (ii) the board of directors shall have authorized the principle of the Reserved Issuances and (iii) the board of directors or the Chief Executive Officer shall have decided to proceed with the Reserved Issuances; (f) the Shares, the Warrant Shares and the Common Warrant Shares shall be designated for quotation or listed on the NYSE, and, after giving effect to the consummation of the Purchase (by all Purchasers), the Company shall meet the minimum continued listing requirements of the NYSE; (g) since the date of this Agreement, no event or series of events shall have occurred that reasonably would be expected to (i) result in a Material Adverse Effect or (ii) impair in any material respect the ability of the Company to comply with any covenant herein, including, without limitation, Section 5.4; (h) substantially concurrent with the Closing, the Company shall be consummating the Convertible Debt Financing; (i) from the date hereof to the Closing, trading in the Ordinary Shares and the ADSs shall not have been suspended by the SEC or the Company’s principal trading market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities generally whose trades are reported by such service, or on any principal U.S. trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to consummate the Purchase; and (j) the Company shall have executed and delivered to the Purchaser each of the other Transaction Documents.

Purchaser’s Conditions Precedent. The obligation obligations of Purchaser the Seller and to complete proceed to the Purchase is Closing shall be subject to the satisfaction of each (or written waiver by the Seller) of the following conditions precedent:(each a “Purchaser’s Closing Conditions Precedent”) on or prior to the Closing Date (as applicable): (a) each as of the Closing Date, there shall not be (i) in effect any Applicable Laws or any Government Order of any Government Authority having competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby or (ii) any Action commenced or notification given by any Government Authority against any Party seeking to restrain or materially and adversely alter the Transaction, which renders or is likely to render it impossible or unlawful to consummate the Transaction; (b) (i) the Purchaser’s Fundamental Representations shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date as if made on the Closing Date (in each case, except as to such representations and warranties made as of a specific date, which shall have been true and correct as of such date); and (ii) the Company contained other representations and warranties made by the Purchaser in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations date of this Agreement and warranties had been made on shall be true and correct as of the Closing DateDate as if made on the Closing Date (in each case, except as to the extent that any such representation or warranty is representations and warranties made as of a specified specific date, in which case such representation or warranty need only be shall have been true and correct as of such date; (b) the Company shall have duly performed and complied ), in each case, in all material respects with all respects, without giving effect to any materiality qualifications (whether by reference to “material” or “Material Adverse Effect” or otherwise) in such representations and warranties; and (c) each of the covenants and agreements contained obligations set forth in this Agreement that the Purchaser are required to be performed comply with or perform at or prior to the Closing shall have been duly complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is performed in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and (d) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1all material respects.

Purchaser’s Conditions Precedent. The obligation of each Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, U.S. counsel to the Company, and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ (Europe) LLP, French counsel to the Company, shall have furnished to each Purchaser opinions satisfactory in form and substance to such Purchaser and addressed to such Purchaser; and (de) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to each Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1.

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, U.S. counsel to the Company and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ (Europe) LLP, French counsel to the Company, shall have furnished to Purchaser opinions satisfactory in form and substance to the Purchaser and addressed to the Purchaser; and (de) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1).

Purchaser’s Conditions Precedent. The obligation of the Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and; (d) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, U.S. counsel to the Company and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ (Europe) LLP, French counsel to the Company, shall have furnished to the Purchaser opinions in the form attached as Exhibits D-1 and D-2 to the Purchaser and addressed to the Purchaser; (e) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to the Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1; and (f) the Company shall have executed and delivered to the Purchaser each of the other Transaction Documents.

Purchaser’s Conditions Precedent. The obligation of the Purchaser to complete the Purchase is purchase of the Purchased Assets under this Agreement shall be subject to the satisfaction of of, or compliance with, at or before the Closing Time, each of the following conditions precedent:precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Purchaser and may be waived by it in whole or in part): 7.1 TRUTH AND ACCURACY OF REPRESENTATIONS OF VENDOR AT THE CLOSING TIME - The representations and warranties of the Vendor contained in subsections 4.2(a) and (ab) and Section 4.44 of this Agreement (but only to the extent they apply to the Spar Holdco Shares, the Spar Operations Shares and the Radarsat Shares) and any representations and warranties containing a materiality qualification contained in 66 -61- the Agreement, any other agreement be entered into under the terms of this Agreement or any document delivered pursuant hereto or thereto shall be true and correct, and any representations and warranties without a materiality qualification (other than the representations and warranties contained in subsections 4.2(a) and (b) and Section 4.44 of this Agreement (but only to the extent they apply to the Spar Holdco Shares, the Spar Operations Shares and the Radarsat Shares) contained in this Agreement, any agreement to be entered into under the terms of this Agreement or any document delivered pursuant hereto or thereto shall be true and correct in all material respects, in each case as at the Closing Time and with the same effect as if made at and as of the Closing Time (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement) and the Purchaser shall have received a certificate from the President and Chief Executive Officer of the Vendor, confirming, to the best of his knowledge (but without personal liability) the truth and correctness of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and (d) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1Vendor.

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and; (d) the Company shall have executed and delivered the Registration Rights Agreement to Purchaser; and (e) the Chief Executive Officer and or Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1.

Purchaser’s Conditions Precedent. The obligation obligations of each Purchaser to complete the Purchase is purchase of the Securities contemplated by this Agreement are, in each case, subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) if required, the Company Notification Form: Listing of Additional Shares, to be filed with the NASDAQ prior to issuing any common stock, or any security convertible into common stock or in a transaction that may result in the potential issuance of common stock, greater than 10% of either the total shares outstanding or the voting power outstanding on a pre-transaction basis, shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closingbeen filed; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; (d) Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Company, shall have furnished to the Purchasers an opinion, in the form attached hereto as Exhibit B, dated the Closing Date and addressed to the Purchasers; and (de) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to such Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, inquiry as to the matters set forth in paragraphs (a) and (b) of this Section 6.1).

Purchaser’s Conditions Precedent. (a) The obligation of the Purchaser to complete the Purchase is transactions contemplated herein shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedentwhich are for the exclusive benefit of the Purchaser: (ai) each of the representations and warranties of each of the Company contained Parent and the Vendors set forth in this Agreement Article 4 shall be true and correct as of in all material respects at the Closing Date, Time with the same force and effect as though those representations and warranties had been if made on at and as of the Closing Date, such time (except to the extent that any such representation or warranty is made representations and warranties speak as of a specified an earlier date, in which case such representation or warranty need only representations and warranties shall be true and correct in all material respects as of such earlier date) and the Purchaser shall have received a certificate of the Parent and each Vendor confirming the same signed by a duly authorized officer without personal liability; (bii) the Company Parent and each Vendor shall have duly performed and or complied in all material respects with all of the terms, covenants and agreements contained in conditions of this Agreement that are required to be performed or complied with by it them at or before prior to the ClosingClosing Time and the Purchaser shall have received a certificate of the Parent and each Vendor confirming the same signed by a duly authorized officer without personal liability; (ciii) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation from the date of the transactions contemplated by this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect and the Purchaser shall have received a certificate of the Parent and each Vendor confirming the same signed by a duly authorized officer without personal liability; (iv) the Approvals shall have been obtained; (v) there shall not be pending in effect any applicable domestic or foreign federal, national, state, provincial or local Law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, made, issued, adopted, promulgated or applied by a Governmental Entity that makes the consummation of the purchase and sale of the Purchased Shares illegal or before otherwise prohibits or enjoins any such entity any suitParty from consummating the purchase and sale of the Purchased Shares; (vi) at the Closing Time, action or proceeding in respect thereofthe Purchased Shares shall represent at least 56.5% of the issued and outstanding MIC Shares and the Purchaser shall have received a certificate of the Parent and each Vendor confirming the same signed by a duly authorized officer without personal liability; and (dvii) the Chief Executive Officer Closing shall include both the GFIH Shares and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and GMIC Shares. (b) In case any term or covenant of any of the Parent or the Vendors or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Closing Time shall not have been performed or complied with at or prior to the Closing Time in accordance with the terms of this Section 6.1Agreement, the Purchaser may, without limiting any other right that the Purchaser may have, waive compliance with any such term, covenant or condition in whole or in part without prejudice to any of its rights in the event of non-performance of the Parent or the Vendors of any other term, covenant or condition in whole or in part.

Purchaser’s Conditions Precedent. The obligation of the Purchaser to complete the Purchase is purchase of the Purchased Assets under this Agreement shall be subject to the satisfaction of of, or compliance with, at or before the Closing Time, each of the following conditions precedent:precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Purchaser and may be waived by it in whole or in part): 7.1 Truth and Accuracy of Representations of Vendor at the Closing Time (a) Any representations and warranties of the Vendor made in or pursuant to this Agreement containing a materiality qualification and the representations and warranties contained in Sections 4.1, 4.3, 4.4 and 4.5 shall be true and correct and any representations and warranties of the Vendor made in or pursuant to this Agreement without a materiality qualification (other than the representations and warranties contained in Sections 4.1, 4.3, 4.4 and 4.5) shall be true and correct in all material respects, in each case as at the Closing Time and with the same effect as if made at and as of the Closing Time (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement) and the Purchaser shall have received a certificate from the President or the Chief Executive Officer of the Vendor, confirming, to his knowledge, information and belief, the truth and correctness of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date;Vendor. (b) The Purchaser shall not have become aware of any fact or circumstance not known, or the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in likely consequences of which were not known, to the Purchaser prior to the date of this Agreement that are required which does or could reasonably be considered to be performed materially adversely affect the business, assets, financial condition, operations or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation prospects of the transactions contemplated Businesses taken as a whole, it being acknowledged by the Purchaser that it has substantially completed its due diligence investigations of the Businesses prior to the date of this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and (d) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1.

Purchaser’s Conditions Precedent. The obligation rights, duties and obligations of the Purchaser to complete the Purchase is under this Agreement are also subject to the satisfaction of each following conditions precedent for the exclusive benefit of the following conditions precedentPurchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Execution Date; however, unless specifically indicated as otherwise, not later than the Subject Removal Date: (a) each of the representations Vendor and warranties of the Company contained in this Agreement shall have complied with all warranties, representations, covenants and agreements herein agreed to be true performed or caused to be performed by the Vendor and correct as of the Company on or before the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Vendor and the Company shall will have duly performed and complied obtained all authorizations, approvals or waivers that may be necessary or desirable in all material respects connection with all covenants and agreements contained the transactions contemplated in this Agreement that are Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be performed obtained or complied to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by it at the Vendor and the Company who will be in compliance with, and have not committed any breach of, any securities laws, regulations or before policies of any Regulatory Authority to which the ClosingVendor or the Company may be subject; (c) no court or other governmental or regulatory authoritiesall matters which, agenciesin the opinion of counsel for the Purchaser, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is are material in effect and restrains, enjoins or otherwise prohibits consummation of connection with the transactions contemplated by this AgreementAgreement shall be subject to the favourable opinion of such counsel, and there all relevant records and information shall not be pending by supplied to such counsel for that purpose; (d) no material loss or before destruction of or damage to the Company, any such entity of the Company's Assets, any suit, of the Business or the Purchased Shares shall have occurred; (e) no action or proceeding at law or in respect thereofequity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of the Vendor to dispose of any of the Purchased Shares; or (ii) the right of the Company to conduct its operations and carry on, in the normal course, its business and operations as it has carried on in the past; (f) the delivery to the Purchaser by the Vendor and the Company, on a confidential basis, of all Business Documentation and including, without limitation, the following documentation and information: (i) a copy of all material contracts, agreements, reports and information of any nature respecting the Company, the Company's Assets and the Business; and (dii) details of any lawsuits, claims or potential claims relating to either the Company, the Company's Assets, the Business or the Purchased Shares of which either of the Vendor or the Company is aware and the Purchaser is unaware; (g) the Chief Executive Officer Vendor and Chief Financial Officer of the Company shall have delivered will, for a period of at least five business days prior to Purchaser a certificate, dated as of the Closing Date, certifying during normal business hours: (i) make available for inspection by the counsel, auditors and representatives of the Purchaser, at such location as is appropriate, all of the Company's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to their knowledgemake copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere in the operations of the Company; (ii) authorize and permit such persons at the risk and the sole cost of the Purchaser, after and only if such persons do not unduly interfere in the operations of the Company, to attend at all of its places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require the Company's management personnel to respond to all reasonable inquiryinquiries concerning the Business and assets or the conduct of its business relating to its liabilities and obligations; (h) the delivery to the Purchaser by the Vendor and the Company of an opinion of the counsel for the Company, in a form satisfactory to the Purchaser's counsel, dated as at the date of delivery, to the effect that: (i) the Company is a corporation duly incorporated under the laws of its jurisdiction of incorporation, is validly existing and is in good standing with respect to all statutory filings required by applicable corporate laws; (ii) the Company has the power, authority and capacity to own and use all of its Company's Assets and to carry on its business as presently conducted by it; (iii) the Company, as the legal and beneficial owners of all of the Company's Assets, holds all of the Company's Assets free and clear of all liens, charges and claims of others; (iv) the Company, as the legal and beneficial owner of all of its Mineral Assets, hold all of the Mineral Assets free and clear of all liens, charges and claims of others; (v) the number of authorized and issued shares in the share capital of the Company are as warranted by the Vendor and the Company, and all of such issued shares are duly authorized, validly issued and outstanding as fully paid and non-assessable; (vi) all necessary steps and corporate proceedings have been taken by the Vendor and the Company to permit the Purchased Shares to be duly and validly transferred to and registered in the name of the Purchaser as at the Closing Date; (vii) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against either the Vendor or the Company which might materially affect either the Company, the Company's Assets or the Business or which could result in any material liability to either of the Company, the Company's Assets or the Business; and (viii) as to all other legal matters of a like nature pertaining to the matters set forth in paragraphs Vendor, the Company, the Company Assets, the Business and to the transactions contemplated hereby as the Purchaser or the Purchaser's counsel may reasonably require; and (ai) the completion by the Purchaser and (b) by the Purchaser's professional advisors of a thorough due diligence and operations review of both the Business and the operations of the Company together with the transferability of the Purchased Shares as contemplated by this Section 6.1Agreement, to the sole and absolute satisfaction of the Purchaser.

Purchaser’s Conditions Precedent. The obligation rights, duties and obligations of the Purchaser to complete in connection with the Purchase is Closing are subject to the satisfaction of each following conditions precedent for the exclusive benefit of the following conditions precedentPurchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser on or before the Closing Date: (a) each of the representations Vendor and warranties of the Company contained in this Agreement shall Companies will have complied with all warranties, representations, covenants and agreements herein agreed to be true performed or caused to be performed by the Vendor and correct as of the Companies on or before the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall Vendor and the Companies will have duly performed and complied obtained all authorizations, approvals or waivers that may be necessary or desirable in all material respects connection with all covenants and agreements contained the transactions contemplated in this Agreement that are Agreement, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be performed obtained or complied to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by it at the Vendor and the Companies who will be in compliance with, and have not committed any breach of, any securities laws, regulations or before policies of any Regulatory Authority to which the ClosingVendor or the Companies may be subject; (c) no court material loss or other governmental destruction of or regulatory authoritiesdamage to the Companies, agenciesany of the Companies’ Assets, commissions any of the Companies’ Business or other entities, whether federal, state, local or foreign, the Purchased Shares shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; andoccurred; (d) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the Chief Executive Officer and Chief Financial Officer purchase or transfer of any of the Company shall Purchased Shares contemplated by this Agreement or the right of the Vendor to dispose of any of the Purchased Shares; or (ii) the right of the Companies to conduct their operations and carry on, in the normal course, their business and operations as they have delivered carried on in the past; (e) the delivery to the Purchaser by the Vendor and the Companies, on a certificateconfidential basis, dated as of all Business Documentation; (f) the delivery to the Purchaser by the Companies of the Companies’ Financial Statements on or before the Closing Date, certifying ; (g) one or more private investors will have invested a minimum aggregate amount of $650,000 to their knowledge, after reasonable inquiry, a maximum of $750,000 (the “Investor Funds”) into the Companies in exchange for such number and class of shares as is mutually agreed to among the matters set forth in paragraphs Parties (athe “Companies’ Private Placement”); (h) the Health Canada MMPR application submitted by the Companies will either be active or have been approved; and, (i) the Vendor will execute and (b) of this Section 6.1deliver such other instruments or documents and take such further action as may reasonably be required by the Purchaser or the CSE to give effect to any matter provided for therein.

Purchaser’s Conditions Precedent. The obligation rights, duties and obligations of the Purchaser to complete the Purchase is under this Agreement are also subject to the satisfaction of each following conditions precedent for the exclusive benefit of the following conditions precedentPurchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Execution Date; however, unless specifically indicated as otherwise, not later than the Subject Removal Date: (a) each of the representations Vendors and warranties of the Company contained in this Agreement shall have complied with all warranties, representations, covenants and agreements herein agreed to be true performed or caused to be performed by the Vendors and correct as of the Company on or before the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Vendors and the Company shall will have duly performed and complied obtained all authorizations, approvals or waivers that may be necessary or desirable in all material respects connection with all covenants and agreements contained the transactions contemplated in this Agreement that are Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be performed obtained or complied to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by it at the Vendors and the Company who will be in compliance with, and have not committed any breach of, any securities laws, regulations or before policies of any Regulatory Authority to which the ClosingVendors or the Company may be subject; (c) no court or other governmental or regulatory authoritiesall matters which, agenciesin the opinion of counsel for the Purchaser, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is are material in effect and restrains, enjoins or otherwise prohibits consummation of connection with the transactions contemplated by this AgreementAgreement shall be subject to the favourable opinion of such counsel, and there all relevant records and information shall not be pending by supplied to such counsel for that purpose; (d) no material loss or before destruction of or damage to the Company, any such entity of the Company's Assets, any suit, of the Company's Business or the Purchased Shares shall have occurred; (e) no action or proceeding at law or in respect thereofequity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of the Vendors to dispose of any of the Purchased Shares; or (ii) the right of the Company to conduct its operations and carry on, in the normal course, its Company's Business and operations as it has carried on in the past; (f) the delivery to the Purchaser by the Vendors and the Company, on a confidential basis, of all Business Documentation and including, without limitation, the following documentation and information: (i) a copy of all material contracts, agreements, reports and information of any nature respecting the Company, its assets and the Company's Business; and (dii) details of any lawsuits, claims or potential claims relating to either the Company, its assets, the Company's Business or the Purchased Shares of which either of the Vendors or the Company is aware and the Purchaser is unaware; (g) the Chief Executive Officer Vendors and Chief Financial Officer of the Company shall have delivered will, for a period of at least five business days prior to Purchaser a certificate, dated as of the Closing Date, certifying during normal business hours: (i) make available for inspection by the counsels, auditors and representatives of the Purchaser, at such location as is appropriate, all of the Company's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to their knowledgemake copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere in the operations of the Company; (ii) authorize and permit such persons at the risk and the sole cost of the Purchaser, after and only if such persons do not unduly interfere in the operations of the Company, to attend at all of its places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require the Company's management personnel to respond to all reasonable inquiryinquiries concerning the Company's Business and assets or the conduct of its business relating to its liabilities and obligations; (h) the delivery to the Purchaser by the Company and the Vendors of an opinion of the counsel for the Company, in a form satisfactory to the Purchaser's counsel, dated as at the date of delivery, to the effect that: (i) the Company is a corporation duly incorporated under the laws of its jurisdiction of incorporation, is validly existing and is in good standing with respect to all statutory filings required by the applicable corporate laws; (ii) the Company has the power, authority and capacity to own and use all of its assets and to carry on its Company's Business as presently conducted by it; (iii) the Company, as the legal and beneficial owner of all of its assets, holds all of the assets free and clear of all liens, charges and claims of others; (iv) the number of authorized and issued shares in the share capital of the Company are as warranted by the Vendors and the Company, and all of such issued shares are duly authorized, validly issued and outstanding as fully paid and non-assessable; (v) all necessary steps and corporate proceedings have been taken by the Vendors and the Company to permit the Purchased Shares to be duly and validly transferred to and registered in the name of the Purchaser as at the Closing Date; (vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against either the Vendors or the Company which might materially affect either the Company, its assets or the Company's Business or which could result in any material liability to either of the Company, its assets or the Company's Business; and (vii) as to all other legal matters of a like nature pertaining to the matters set forth in paragraphs Vendors, the Company, its assets, the Company's Business and to the transactions contemplated hereby as the Purchaser or the Purchaser's counsel may reasonably require; and (ai) the completion by the Purchaser and (b) by the Purchaser's professional advisors of a thorough due diligence and operations review of both the Company's Business and the operations of the Company together with the transferability of the Purchased Shares as contemplated by this Section 6.1Agreement, to the sole and absolute satisfaction of the Purchaser.

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and; (d) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, U.S. counsel to the Company and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ (Europe) LLP, French counsel to the Company, shall have furnished to Purchaser opinions in the form attached as Exhibits G-1 and G-2 to the Purchaser and addressed to the Purchaser; (e) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1; and (f) the Company shall have executed and delivered to Purchaser each of the other Transaction Documents.

Purchaser’s Conditions Precedent. The obligation obligations of each Purchaser to complete the Purchase is purchase of the Securities contemplated by this Agreement are, in each case, subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all obligations, covenants and agreements contained in this Agreement that are of the Company required to be performed or complied with by it at or before prior to the ClosingClosing Date shall have been performed; (c) if required, the Notification Form: Listing of Additional Shares, to be filed with the NASDAQ prior to issuing any common stock, or any security convertible into common stock or in a transaction that may result in the potential issuance of common stock, greater than 10% of either the total shares outstanding or the voting power outstanding on a pre-transaction basis, shall have been filed; (d) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and; (de) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the SEC or the Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity (excluding the COVID-19 pandemic) of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (f) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (g) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to such Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, inquiry as to the matters set forth in paragraphs (a), (b), (d) and (bf); and (h) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, counsel for the Company, shall have furnished to the Purchasers an opinion, in the form agreed as of this Section 6.1the date hereof, dated the Closing Date and addressed to the Purchasers except any Purchaser who is a director or an affiliate of a director of the Company.

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and; (d) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, U.S. counsel to the Company and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ (Europe) LLP, French counsel to the Company, shall have furnished to Purchaser opinions in the form attached as Exhibits E-1 and E-2 to Purchaser and addressed to Purchaser; (e) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1; and (f) the Company shall have executed and delivered to Purchaser each of the other Transaction Documents.

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, (i) except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date, and (ii) except where any failures of such representations and warranties (excluding Section 4.2 (Due Incorporation), Section 4.3 (Subsidiaries), Section 4.4 (Due Authorization), Section 4.6 (Capitalization) and Section 4.8 (No Consents)) to be so true and correct, individually and in the aggregate, has not had and is not reasonably likely to have a Material Adverse Effect, as of the Closing Date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and167606.01D-BEISR01A - MSW sf-5453963 (d) the Chief Executive Officer Company, the Guarantor and Chief Financial Officer of the Company Chargor, as applicable, shall have executed and delivered to Purchaser a certificate, dated as each of the Closing DateBond Documents (substantially in the forms as attached hereto); (e) the transactions contemplated by the Merger Agreement shall have been consummated concurrently with the Closing; and (f) the transactions contemplated by the CB Restructuring Documents, certifying to their knowledgeincluding without limitation, after reasonable inquirythe redemption of US$125,000,000 principal amount of the Existing Bonds in accordance with the CB Restructuring Documents, as to shall have been consummated concurrently with the matters set forth in paragraphs (a) and (b) of this Section 6.1Closing.

Purchaser’s Conditions Precedent. The obligation rights, duties and obligations of the Purchaser to complete in connection with the Purchase is Closing are subject to the satisfaction of each following conditions precedent for the exclusive benefit of the following conditions precedentPurchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser on or before the Closing Date: (a) each of the representations Vendor and warranties of the Company contained in this Agreement shall Companies will have complied with all warranties, representations, covenants and agreements herein agreed to be true performed or caused to be performed by the Vendor and correct as of the Companies on or before the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall Vendor and the Companies will have duly performed and complied obtained all authorizations, approvals or waivers that may be necessary or desirable in all material respects connection with all covenants and agreements contained the transactions contemplated in this Agreement that are Agreement, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be performed obtained or complied to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by it at the Vendor and the Companies who will be in compliance with, and have not committed any breach of, any securities laws, regulations or before policies of any Regulatory Authority to which the ClosingVendor or the Companies may be subject; (c) no court material loss or other governmental destruction of or regulatory authoritiesdamage to the Companies, agenciesany of the Companies’ Assets, commissions any of the Companies’ Business or other entities, whether federal, state, local or foreign, the Purchased Shares shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; andoccurred; (d) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the Chief Executive Officer and Chief Financial Officer purchase or transfer of any of the Company shall Purchased Shares contemplated by this Agreement or the right of the Vendor to dispose of any of the Purchased Shares; or (ii) the right of the Companies to conduct their operations and carry on, in the normal course, their business and operations as they have delivered carried on in the past; (e) the delivery to the Purchaser by the Vendor and the Companies, on a certificateconfidential basis, dated as of all Business Documentation; (f) the delivery to the Purchaser by the Companies of the Companies’ Financial Statements on or before the Closing Date; (g) one or more private investors will have invested a minimum aggregate amount of $650,000 to a maximum of $750,000 (the “Investor Funds”) into the Companies in exchange for such number and class of shares as is mutually agreed to among the Parties (the “Companies’ Private Placement”); (h) the Investor Funds will have been preserved by the Companies and will be immediately available on closing of this Agreement, certifying to their knowledge, after reasonable inquiry, as unless the Purchaser has provided its prior written consent to the matters set forth in paragraphs Companies for the use of all or any portion of the Investor Funds before closing; (ai) the Health Canada MMPR application submitted by the Companies will either be active or have been approved; and, (j) the Vendor will execute and (b) of this Section 6.1deliver such other instruments or documents and take such further action as may reasonably be required by the Purchaser or the Exchange to give effect to any matter provided for therein.

Purchaser’s Conditions Precedent. The obligation of each Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and; (d) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, U.S. counsel to the Company and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ (Europe) LLP, French counsel to the Company, shall have furnished to Purchaser opinions in the form attached as Exhibits D-1 and D-2 to Purchaser and addressed to Purchaser; (e) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser Purchasers a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1; and (f) the Company shall have executed and delivered to Purchasers each of the other Transaction Documents.

Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; (c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and; (d) White & Case LLP, U.S. counsel to the Company, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., Israeli counsel to the Company, shall have furnished to Purchaser opinions in the form attached as Exhibits E-1 and E-2 to the Purchaser and addressed to the Purchaser; (e) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1; and (f) the Company shall have executed and delivered to Purchaser each of the other Transaction Documents.

Purchaser’s Conditions Precedent. The obligation rights, duties and obligations of the Purchaser to complete the Purchase is under this Agreement are also subject to the satisfaction of each following conditions precedent for the exclusive benefit of the following conditions precedentPurchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Execution Date; however, unless specifically indicated as otherwise, not later than the Subject Removal Date: (a) each of the representations Vendors and warranties of the Company contained in this Agreement shall have complied with all warranties, representations, covenants and agreements herein agreed to be true performed or caused to be performed by the Vendors and correct as of the Company on or before the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date; (b) the Vendors and the Company shall will have duly performed and complied obtained all authorizations, approvals or waivers that may be necessary or desirable in all material respects connection with all covenants and agreements contained the transactions contemplated in this Agreement that are Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be performed obtained or complied to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by it at the Vendors and the Company who will be in compliance with, and have not committed any breach of, any securities laws, regulations or before policies of any Regulatory Authority to which the ClosingVendors or the Company may be subject; (c) no court or other governmental or regulatory authoritiesall matters which, agenciesin the opinion of counsel for the Purchaser, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is are material in effect and restrains, enjoins or otherwise prohibits consummation of connection with the transactions contemplated by this AgreementAgreement shall be subject to the favourable opinion of such counsel, and there all relevant records and information shall not be pending by supplied to such counsel for that purpose; (d) no material loss or before destruction of or damage to the Company, any such entity of the Company's Assets, any suit, of its business or the Purchased Shares shall have occurred; (e) no action or proceeding at law or in respect thereofequity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of the Vendors to dispose of any of the Purchased Shares; or (ii) the right of the Company to conduct its operations and carry on, in the normal course, its business and operations as it has carried on in the past; (f) the delivery to the Purchaser by the Vendors and the Company, on a confidential basis, of all Business Documentation and including, without limitation, the following documentation and information: (i) a copy of all material contracts, agreements, reports and information of any nature respecting the Company, the Company's Assets and its business; and (dii) details of any lawsuits, claims or potential claims relating to either the Company, the Company's Assets, its business or the Purchased Shares of which either of the Vendors or the Company is aware and the Purchaser is unaware; (g) the Chief Executive Officer Vendors and Chief Financial Officer of the Company shall have delivered will, for a period of at least five business days prior to Purchaser a certificate, dated as of the Closing Date, certifying during normal business hours: (i) make available for inspection by the counsel, auditors and representatives of the Purchaser, at such location as is appropriate, all of the Company's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to their knowledgemake copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere in the operations of the Company; (ii) authorize and permit such persons at the risk and the sole cost of the Purchaser, after and only if such persons do not unduly interfere in the operations of the Company, to attend at all of its places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and (iii) require the Company's management personnel to respond to all reasonable inquiryinquiries concerning its business and assets or the conduct of its business relating to its liabilities and obligations; (h) the delivery to the Purchaser by the Vendors and the Company of an opinion of the counsel for the Company, in a form satisfactory to the Purchaser's counsel, dated as at the date of delivery, to the effect that: (i) the Company is a corporation duly incorporated under the laws of its jurisdiction of incorporation, is validly existing and is in good standing with respect to all statutory filings required by applicable corporate laws; (ii) the Company has the power, authority and capacity to own and use all of its Company's Assets and to carry on its business as presently conducted by it; (iii) the Company, as the legal and beneficial owners of all of the Company's Assets, holds all of the Company's Assets free and clear of all liens, charges and claims of others; (iv) the number of authorized and issued shares in the share capital of the Company are as warranted by the Vendors and the Company, and all of such issued shares are duly authorized, validly issued and outstanding as fully paid and non-assessable; (v) all necessary steps and corporate proceedings have been taken by the Vendors and the Company to permit the Purchased Shares to be duly and validly transferred to and registered in the name of the Purchaser as at the Closing Date; (vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against either the Vendors or the Company which might materially affect either the Company, the Company's Assets or its business or which could result in any material liability to either of the Company, the Company's Assets or its business; and (vii) as to all other legal matters of a like nature pertaining to the matters set forth Vendors, the Company, the Company Assets, its business and to the transactions contemplated hereby as the Purchaser or the Purchaser's counsel may reasonably require; (i) Hydrocarb agrees and enters into a consulting agreement with the Purchaser in paragraphs relation to the Purchaser's assumption of the Company's obligations under the FOR to the satisfaction of the Purchaser in its sole and absolute discretion; and (aj) the completion by the Purchaser and (b) by the Purchaser's professional advisors of a thorough due diligence and operations review of both the business and the operations of the Company together with the transferability of the Purchased Shares as contemplated by this Section 6.1Agreement, to the sole and absolute satisfaction of the Purchaser.