Common use of Purchaser’s Conditions Precedent Clause in Contracts

Purchaser’s Conditions Precedent. The obligations of the Purchaser to complete the transactions contemplated by this Agreement will also be subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser): (a) all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request; (e) the Vendor will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted; (f) the Support Agreements will have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by the Purchaser in complying with its obligations hereunder.

Purchaser’s Conditions Precedent. The Purchaser's obligations of the Purchaser to complete the transactions contemplated by under this Agreement will also be are subject to the satisfaction, on or before the Closing Date, of each satisfaction of the following conditions precedent (each conditions, the failure of any of which is for the exclusive benefit as of the Purchaser and may be waived by then-applicable "Approval Deadline" (as such term is defined in Section 5.05(i)), shall have the Purchaser):consequences set forth in Section 5.05: (a) all covenants REPRESENTATIONS. Each and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed every representation and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor warranty set forth in this Agreement will Section 4.01 shall be materially true and correct as of Closing, as modified by any Pre-Closing Disclosures. If a representation of Seller is limited to Seller's knowledge, and the factual matter represented to (as modified by any Pre-Closing Disclosures) is not true and correct in all material respects as respects, then there shall be a failure of this condition precedent. Notwithstanding the Effective Date foregoing, if Seller makes any material Pre-Closing Disclosure (i.e., any Pre-Closing Disclosure which would render the representations and as warranties of Seller set forth in this Agreement false or misleading in any material respect) to Purchaser, then Purchaser shall have the right to terminate this Agreement, with the consequences described above in this Section 5.01, by delivering written notice thereof to Seller on or before (i) the Closing Date as if made on and as or (ii) the fifth (5th) business day after Purchaser receives written notice of such date Pre-Closing Disclosure (except and if such day is after the scheduled Closing Date, Closing shall be extended accordingly). If Purchaser does not terminate this Agreement pursuant to the extent its rights under this Section 5.01(a), then such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will shall be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented deemed modified to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed conform them to the Purchaser and dated the Pre-Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review of the Property, Disclosures; provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewithif a Pre-Closing Disclosure shall be caused by or reflect a fraudulent misrepresentation, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients breach of the Vendor may reasonably request; (e) the Vendor will have lodged an application for the Minister to consent to the transfer representation or breach of EL 6897 to the Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted; (f) the Support Agreements will have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its Seller's obligations under this Agreement if Agreement, then in addition to its right to terminate this Agreement, Purchaser shall be entitled to the condition precedent would have been satisfied but for a material default by the Purchaser in complying with its obligations hereunderremedies available to it under Section 9.01.

Purchaser’s Conditions Precedent. The obligations following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein with respect to the Property (collectively, the “Purchaser’s Conditions Precedent”): (i) The Title Company shall stand ready to issue at the Closing an ALTA standard coverage owner’s policy of title insurance with liability in the full amount of the Purchaser to complete the transactions contemplated by this Agreement will also be Purchase Price, subject only to the satisfactionPermitted Exceptions, together with such endorsements as were requested by Purchaser and Title Company irrevocably committed, prior to the expiration of the Due Diligence Period, to issue to Purchaser at Closing (the “Title Policy”), insuring Purchaser’s interest in the Property, dated as of the day of the Closing. (ii) There shall exist no material breach of (a) any of Seller’s representations and warranties set forth in Section 6, or (b) any other material obligation of Seller hereunder as of the Closing, in either case not cured in accordance with the provisions of Section 19(a). (iii) Seller shall have delivered to the Escrow Company the items described in Section 13. (iv) Purchaser shall have received, prior to the Closing, estoppel certificates (collectively, “Tenant Estoppel Certificates”), in the form customarily issued by the tenant and/or the form set forth in their respective leases executed by each Tenant whose premises contains more than fifteen thousand (15,000) square feet of leaseable area (collectively the “Major Tenants”) and from remaining Tenants leasing in the aggregate not less than seventy five percent (75%) of the remaining leasable floor area of the Property (the “Estoppel Threshold”) in the form set forth in their respective Leases (but if no form is set forth in a particular Lease or if the particular Lease does not otherwise dictate the contents of a Tenant Estoppel Certificate, then in the form attached hereto as Exhibit N-1), and for all other Tenants (other than the Major Tenants) that does not execute a Tenant Estoppel Certificate, Seller shall execute a certificate in the form of Exhibit N attached hereto (the “Seller Certificate”). Purchaser may disapprove any Tenant Estoppel Certificate or Seller Certificate hereunder only if such Tenant Estoppel Certificate or Seller Certificate reflects a default by Seller or Tenant under the Lease in question, reflects information that is inconsistent with the Rent Roll in any material respect or reflects information that is not substantially consistent with the Due Diligence Materials; and any disapproval of a Tenant Estoppel Certificate or Seller Certificate shall be in writing, shall set forth with specificity the basis of such disapproval and must be received by Seller not later than three (3) Business Days after delivery of such Tenant Estoppel Certificate or Seller Certificate to Purchaser, it being expressly agreed that any Tenant Estoppel Certificate or Seller Certificate not disapproved in accordance with the provisions of this sentence shall be deemed approved and shall be applicable to the satisfaction of the Estoppel Threshold. With respect to any Tenant (other than any of the Major Tenants) that does not execute a Tenant Estoppel Certificate, Seller shall exercise commercially reasonable efforts to obtain Tenant Estoppel Certificates from any Tenant for whom Seller executed a Seller Certificate within ninety (90) days after the Closing and if, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate (consistent in all material respects with the Seller Certificate for such Tenant) from a Tenant for whom Seller executed a Seller Certificate at the Closing, then Seller thereafter shall be released from the Seller Certificate. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any Seller Certificate shall be commenced, if at all, on or before the Closing Date, of each date which is twelve (12) months after the date of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser): (a) all covenants and agreements of the Vendor under this Agreement to be performed or observed Closing and, if not commenced on or before such date, the Seller Certificate thereafter shall be void and of no force or effect. If Purchaser disapproves any Tenant Estoppel Certificate or Seller Certificate required to be delivered pursuant to the terms of this Section, then Seller shall be entitled to remedy the condition which caused Purchaser to disapprove such Tenant Estoppel Certificate or Seller Certificate and deliver to Purchaser prior to the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors an updated Tenant Estoppel Certificate or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request; (e) the Vendor will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser Seller Certificate in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted; (f) the Support Agreements will have been duly terms of this Section. Seller shall review each Tenant Estoppel Certificate executed by a Tenant prior to transmitting such Tenant Estoppel Certificate to Purchaser and Seller shall endeavor to remedy with the Vendor and Tenant executing the Supporting Shareholders; (g) there will not be pending or threatened Tenant Certificate any suit, action or proceeding by any Governmental Entitymatter which would, in each case that has a Seller’s reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the business judgment, entitle Purchaser to acquire or hold or exercise full rights disapprove such Tenant Estoppel Certificate in accordance with the provisions of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by the Purchaser in complying with its obligations hereunderSection.

Purchaser’s Conditions Precedent. 12.1 The obligations of the Purchaser to complete accept and pay for the transactions contemplated by this Agreement Shares on the Closing Date will also be subject to, in addition to the satisfactionconditions precedent set forth in Section 11, on or before the Closing Date, of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be “Purchaser’s Conditions”) being fulfilled, performed or waived by the Purchaser):at or prior to Closing: (a) all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the The representations and warranties of the Vendor set forth in this Agreement will be Receiver are true and correct in all material respects as of the Effective Date and as of the Closing Date Date; (b) Any material liability, obligation or encumbrance that is provided in the forms of plans of arrangement attached hereto as if made on and as Schedule “C” to be discharged (other than, for the avoidance of such date (except doubt, Permitted Liens) prior to the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Datebut that is not to be discharged pursuant to the applicable Plan of Arrangement as confirmed by the Court, is discharged prior to or at the Closing as a result of any action taken by Receiver or any other party other than Purchaser; (c) during the Interim Period, there will not have occurred, Any Encumbrance provided in the judgment form of vesting order attached hereto as Schedule “D” to be discharged but not discharged pursuant to the Vesting Order is discharged prior to or at the Closing as a result of any action taken by Receiver or any other party other than Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review Purchaser’s receipt of the PropertyFortress Release, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request;duly executed by Fortress; and (e) Receiver delivers, or causes to be delivered, to Purchaser the Vendor will items referred to in Section 16.2. Purchaser understands and acknowledges that Fortress shall have lodged an application for no obligation to execute and deliver the Minister Fortress Release unless the Vesting Order obtained by the Receiver includes a provision that the release of any claims of Fortress against the Subsidiaries and the liens of Fortress in the Assets and the Shares is without prejudice to consent to and does not in any way adversely affect the transfer claims of EL 6897 to the Purchaser in accordance with the Mining ActFortress against, and will not have received any notice that such consent has not beenthe liens of Fortress in the assets of, or will not be, granted; (f) the Support Agreements will have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent other Evergreen subsidiaries and Fortress has obtained from the Receiver, acting on behalf of those other Evergreen subsidiaries, reaffirmations of the obligations of such other Evergreen subsidiaries to Fortress which reaffirmations are in form acceptable to Fortress and are executed and delivered pursuant to such court authorization as a basis for non-compliance by Fortress, the Receiver or its counsel shall deem necessary. Receiver expressly agrees that it with shall use Receiver’s best efforts to deliver to Fortress the reaffirmations described in the immediately preceding sentence, including without limitation obtaining any further Court approval as Fortress, the Receiver or its obligations under this Agreement if the condition precedent would counsel may deem necessary therefor. The parties acknowledge that that they have been satisfied but advised by Fortress that Fortress Credit Opportunities I, L.P. and Fortress Credit Funding II, L.P. intend to assign their respective Claims (as defined in the Plans of Arrangement) against the Subsidiaries to Drawbridge Special Opportunities Fund LP (“DSOF LP”) and Drawbridge Special Opportunities Fund Ltd. (“DSOF Ltd.”), respectively. If such assignments occur, the Fortress Release shall, upon Purchaser’s request, be executed and delivered at the Closing by Fortress Credit Corp. as agent for a material default DSOF LP and DSOF Ltd. 12.2 Purchaser’s conditions are for the sole benefit of Purchaser. None of Purchaser’s Conditions shall be waived except by the written notice from Purchaser in complying with or its obligations hereundersolicitors to Receiver or its solicitors.

Purchaser’s Conditions Precedent. The obligations Purchaser’s obligation to purchase the Property or, with the exception of the Purchaser non-refundable payment of the Deposit to complete the transactions contemplated by Seller under Section 3.1, otherwise to perform any obligation provided in this Agreement will also shall be subject conditioned expressly upon the fulfillment to the satisfaction, on or before the Closing Date, Purchaser’s satisfaction (as determined by Purchaser in its sole and absolute discretion) of each of the following conditions precedent (each of which is for within the exclusive benefit of the Purchaser and may be waived by the Purchaser): (a) all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request; (e) the Vendor will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted; (f) the Support Agreements will have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of successtime periods specified: (i) seeking to restrain or prohibit the consummation Purchaser’s review and approval of the Transaction;Title Report including, without limitation, the exceptions to title and legal description of the Land contained therein, within the Contingency Period. In the event Purchaser objects to any matter contained or referred to in the Title Report or any ALTA survey commissioned by ▇▇▇▇▇▇▇▇▇, Purchaser shall deliver written notice of such objection to Seller no later than five (5) calendar days prior to the expiration of the Contingency Period. Seller shall then have three (3) calendar days after receipt of Purchaser’s objections within which to notify Purchaser in writing as to which of such matters objected to by Purchaser Seller will or will not cure. Failure of Seller to notify Purchaser within such period of its election shall be deemed Seller’s election not to cure all of such matters. If Seller elects not to cure any or all of such matters, Purchaser shall have the right in its sole and absolute discretion to elect either (i) to terminate this Agreement and receive back the Deposit, or (ii) to waive such matters and proceed to close. Failure by Purchaser to waive such matters shall be deemed to be a termination by Purchaser of this Agreement in accordance with this Section 4. If Seller elects to cure any of such matters, such election shall be a covenant of Seller, but Seller shall have until the Closing Date to effect such cure. Notwithstanding the foregoing, Seller shall on or prior to the Closing Date, cure all monetary liens not caused by Purchaser and pay off and remove any assessments on the Property. (ii) seeking to prohibit or materially limit the ownership or operation The issuance by the Purchaser Title Company on the Closing Date, upon payment of any material portion its normal premium, of the Property; ortitle insurance policy described in subsection (iv) below. (iii) seeking to impose limitations on the ability As of the Purchaser to acquire or hold or exercise full rights of ownership Closing Date, there shall have been no material adverse change in the condition of the Property, or any portion thereof, or in any document, contractual relations, or other circumstances affecting the Property previously approved by Purchaser. (iv) During the Contingency Period, Purchaser determining, to Purchaser’s satisfaction in its sole and absolute discretion, that Purchaser can obtain an CLTA Title Insurance Policy, together with such endorsements as Purchaser may reasonably require (the “Owner’s Policy”), insuring Purchaser in the amount of the Purchase Price that fee simple absolute title to the Real Property is vested in Purchaser subject only to the Conditions of Title (as defined in Section 7.1 below). (v) Purchaser’s ability to secure a loan on terms acceptable to Purchaser. The foregoing conditions are solely for the benefit of Purchaser. At any time or times on or before the date for the satisfaction or waiver of each condition, at Purchaser’s election in its sole and absolute discretion, Purchaser may not rely on the failure to satisfy waive any of the above foregoing conditions precedent by written notice to Seller. Other than Purchaser’s close of escrow pursuant to this Agreement which shall waive all such unfulfilled conditions, no waiver shall be effective unless made in writing specific as a basis to the conditions or matters so waived. No such waiver shall be inferred or implied by any act or conduct of Purchaser or reduce the rights or remedies of Purchaser arising from any breach of any undertaking, agreement, covenant, warranty, or representation of Seller under this Agreement. In the event any of the foregoing conditions or other conditions to this Agreement which are for non-compliance the benefit of Purchaser are neither fulfilled, nor waived pursuant as provided above, Purchaser, at its election in its sole and absolute discretion, by it with its written notice to Seller, may terminate this Agreement and be released from all obligations under this Agreement if Agreement. Purchaser’s failure to notify Seller within one business day after the date for satisfaction or waiver of each condition precedent would have that such condition has been satisfied but for a material default or waived, shall be deemed to be Purchaser’s election to terminate this Agreement. In the event of termination by Purchaser, the Deposit and all other funds deposited in escrow by Purchaser (other than the Option Consideration) or paid by Purchaser to Seller outside of escrow and all interest accrued on such funds (less Purchaser’s share of any escrow or title cancellation fees) shall be returned immediately to Purchaser, and all documents deposited in complying with its obligations hereunderescrow by Purchaser or Seller shall be returned to the depositing party.

Purchaser’s Conditions Precedent. The obligations Notwithstanding any other provision of the Purchaser to complete the transactions contemplated by this Agreement will also be to the contrary, Purchaser’s obligation to purchase the Recreation Center Site is subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for either being satisfied in full, or being waived by Purchaser in writing, acting in Purchaser’s sole discretion, prior to the exclusive benefit expiration of the Purchaser and may be waived Inspection Period, such other deadline specified herein or, if there is no such deadline specified herein, then by the Purchaser):Closing: (a) all covenants Purchaser’s receipt, review and, in Purchaser’s sole discretion, approval of one or more appraisals, environmental, mechanical, structural and agreements of the Vendor under this Agreement to other inspections, tests and reports as may be performed or observed conducted on or before concerning the Closing Date will have been duly performed Recreation Center Site by Purchaser or its designated representatives, at Purchaser’s option and observed by expense, during the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing DateInspection Period; (b) the representations and warranties of the Vendor set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the Effective DatePurchaser’s receipt, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied withreview and, in its sole discretion, its due diligence review approval of the PropertyCommitment and all exceptions noted therein and, providedif Purchaser objects to any exceptions therein by the expiration of the Title Inspection Deadline (subject to the last sentence of Section 9), however, that Purchaser will have completed its due diligence review Seller agreeing to remove such objected to exceptions from the Policy; (c) Seller having caused the Pad Site to be in a Pad-Ready Condition within the meaning therefor in the Development Agreement no later than 15 days after , 2013, subject to reasonable extensions for events which constitute force majeure; and (d) Performance by Seller of all of its obligations hereunder prior to the Effective Daterespective Closing. In connection therewith, the If Purchaser will have access to such information, books, records, facilities, personnel and certain clients has reasonably determined that one or more of the Vendor may reasonably request; (e) the Vendor will conditions precedent have lodged an application for the Minister to consent to the transfer of EL 6897 to the neither been satisfied nor waived in writing by Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted; (f) the Support Agreements will have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suitdeadline therefor, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with withhold further performance under this Agreement and, if Purchaser has full performed its obligations under this Agreement if due prior thereto and the condition Seller’s conditions precedent would specified in Section 14 hereof have been satisfied but for or have been waived in writing by Seller (other than any further performance by Purchaser being withheld pursuant to this sentence), then Purchaser may declare a material default by the Purchaser in complying with its obligations hereunderunder Section 21 hereof.

Purchaser’s Conditions Precedent. The obligations obligation of the Purchaser to complete the transactions contemplated by this Agreement will also be subject to the satisfactionsatisfaction or waiver of, on at or before the Closing DateClosing, of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser):precedent: (a) all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor Target and Target Vendors set forth in this Agreement and the applicable Target Vendor Certificate being true, correct and complete in all material respects as of the Closing and with the same effect as if made at and as of the Closing; (b) the Target and the Target Vendors having performed and complied with all of their respective material obligations, covenants and agreements required hereunder; (c) the Purchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Purchaser and its advisors being satisfied with the results of such due diligence; (d) the Purchaser being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Target, Target Subsidiary and the Target Business are consistent, in all material respects, with the representations and warranties of the Target and the Target Vendors set forth in this Agreement; (e) this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to the Purchaser; (f) all of the outstanding Target Shares will be exchanged for Consideration Shares in accordance with the terms hereof; (g) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Transaction, and no action or Proceeding having been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (h) no claim having been asserted or made that any Person (other than the Purchaser or the Target Vendors) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Shares, or any other voting, equity, or ownership interest in, the Target or Target Subsidiary, or (other than the Target Vendors) are entitled to all or any portion of the Consideration Shares; (i) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing in order to give effect to: (i) the purchase of the Target Shares and the Transaction; and (ii) all other transactions related to the foregoing, including any approval of the CSE or the holders of the Purchaser Shares (if applicable), having been obtained to the Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (j) the Target and the Target Vendors having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Target Shares will be transferred to the Purchaser free and clear of any Encumbrances, adverse claim, right or interest; (k) an exemption from the prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Shares to the Target Vendors; (l) the Purchaser receiving a favorable fairness opinion on or before Closing from an arm’s length accredited valuation firm; (m) the Purchaser having received from the Target and the Target Vendors the following Transaction Documents: (i) certified copies of resolutions of the Target Board, approving: the entry into, and the Closing of, this Agreement and the transactions contemplated hereby, the transfer of the Target Shares to the Purchaser, the registration of the Target Shares in the name of the Purchaser, the issue of certificates representing the Target Shares registered in the name of the Purchaser, and all other matters contemplated by this Agreement, (ii) a certificate executed by an officer or director of the Target certifying that: (A) the representations and warranties of the Target set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Target has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Effective Date and as Target for completion of the Closing Date as if made on transactions contemplated herein have been satisfied or waived, (iii) from each Target Vendor, a duly executed Target Vendor Certificate, (iv) all such instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are necessary to effect and as evidence the transfer of such date (except the Target Shares to the extent such representations Purchaser, free and warranties speak as clear of all Liens, (v) a specified date which is earlier than certified copy of the Effective Date, in which event such representations and warranties will be true and correct in all respects as central securities register of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and Target evidencing the Purchaser will have received a certificate as the sole registered owner of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf Target Shares, (vi) a certified copy of the Vendor by two directors or senior executive officers central securities register of the Vendor, confirming Target Subsidiary evidencing the same Target as at the Closing Datesole registered owner of the shares of the Target Subsidiary; and (vii) the corporate minute books and all other books and records of the Target; (cn) during the Interim Period, there will not Target shall have occurred, at least C$300,000 in aggregate cash assets and at least C$260,000 in working capital immediately prior to the Closing; and (o) the Target Board and board of directors of the Target Subsidiary shall have procured duly executed resignations and releases in the judgment of form and substance satisfactory to the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review favour of the PropertyTarget or Target Subsidiary, providedas applicable, however, that Purchaser will have completed its due diligence review no later than 15 days after effective at the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel Closing Date from each director and certain clients officer of the Vendor may reasonably request; (e) the Vendor Target or Target Subsidiary who will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser no longer be serving in accordance with the Mining Act, and will not have received any notice that such consent has not been, capacity or will not be, granted; (f) the Support Agreements will have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation capacities following completion of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by the Purchaser in complying with its obligations hereunder.

Purchaser’s Conditions Precedent. The Purchaser’s obligations hereunder are conditioned upon the satisfaction of each of the following conditions during the time periods specified below (any of which conditions may be waived by Purchaser upon giving notice thereof to Seller): (a) Seller, at its expense, has caused the Title Company to deliver to Purchaser a preliminary title report covering the Land and Improvements, including all documents identified as exceptions in the Title Report (collectively, the “Title Report”), and a Uniform Commercial Code search naming Seller and Electoglas, Inc. (the “UCC Search”). Purchaser shall notify Seller in writing (“Purchaser’s Title Objection Notice”) of any objections Purchaser may have to title exceptions contained in the Title Report or UCC Search prior to the expiration often (10) days following the Effective Date. Purchaser’s failure to deliver Purchaser’s Title Objection Notice on or before the expiration of the ten (10) day period referenced above shall be conclusively deemed Purchaser’s approval of the Title Report and the UCC Search. Seller shall have a period of seven (7) days after receipt of Purchaser’s Title Objection Notice in which to deliver written notice to Purchaser (“Seller’s Title Notice”) of Seller’s election to either (a) agree to remove the objectionable items at or prior to the Close of Escrow, or (b) decline to remove any such title exceptions and terminate this Agreement. The failure of Seller to issue a Seller’s Title Notice shall be deemed an election by Seller of subsection (b) immediately above. If Seller notifies Purchaser of its election not to remove such title exceptions and to terminate this Agreement rather than remove the objectionable items, or Seller fails to issue a Seller’s Title Notice, Purchaser shall have the right, by written notice delivered to Seller within five (5) days after Purchaser’s receipt of Seller’s Title Notice, or five (5) days after the seven (7) day period referenced above, to agree to accept the Property subject to the objectionable items, in which event Seller’s election to terminate this Agreement shall be of no effect, and Purchaser shall take title to the Property subject to such objectionable items. Absent such written notice to Seller from Purchaser, this Agreement shall terminate and the Deposit shall be promptly returned to Purchaser. Notwithstanding anything to the contrary contained herein, all recorded documents relating to the Loans shall be “Permitted Exceptions.” Any matters appearing in or on the Title Report, DCC Search or Survey (only if obtained by Purchaser) to which Purchaser does not object within the time frame set forth above or any title exceptions as to which Purchaser waives its objection in writing are referred to herein as “Permitted Exceptions.” (b) Purchaser shall have from the Effective Date through and including March 15, 2007 (such period being referred to herein as the “Investigation Period”) in which to investigate the physical and environmental condition of the Land and Improvements; the. availability and sufficiency of utilities servicing the Land and Improvements; the zoning, land use, building requirements and restrictions applicable to the Land and Improvements; and the desirability and feasibility of acquiring and utilizing the Property as contemplated by Purchaser. Seller agrees to cooperate, at no cost and expense to Seller, with Purchaser’s efforts to obtain any approvals required for Purchaser to complete operate its research and manufacturing business on the transactions contemplated Land and Improvements including, but not limited to, executing any applications or other documents required to be signed by the Seller, as the lessee under the Lease. If Purchaser is dissatisfied with the results of its investigations (in Purchaser’s sole discretion), then Purchaser may terminate this Agreement by providing written notice thereof to Seller prior to the expiration of the Investigation Period, in which event this Agreement shall be null and void. (c) Before March 15,2007, Seller utilizing its good faith efforts to negotiate and deliver to Purchaser a valid and binding lease termination agreement (the “Lease Termination Agreement”) in respect to that certain Lease Agreement dated March 20, 2002 (as amended, the “Tenant Lease”), by and between Seller, as landlord and Electroglas, Inc. (“Electroglas”), as tenant. The Lease Termination Agreement shall, at a minimum, terminate the Tenant Lease (with the exception of any indemnities related to hazardous substances and other provisions intended to survive the expiration or termination of the Tenant Lease) prior to April 15, 2007~ require Electoglas to vacate and surrender the Land and Improvements prior to April 15, 2007 in the condition required by the terms of the Tenant Lease (except as otherwise reasonably approved in writing by Purchaser)~ require Electroglas to convey to Seller or Purchaser (at Seller’s election) all of its right, title and interest in and to the personal property described on Exhibit “c” attached hereto (the “Personal Property”), free and clear of all liens and encumbrances~ and permit Seller to assign its interest in the Tenant Lease and Lease Termination Agreement to Purchaser. If Seller has not delivered the Lease Termination Agreement to Purchaser by March 14, 2007, or if Purchaser is dissatisfied with the terms of the Lease Termination Agreement (in Purchaser’s reasonable discretion), then Purchaser may terminate this Agreement by providing written notice thereof to Seller on or before March 15,2007, in which event the Deposit shall be returned to Purchaser and this Agreement shall be null and void. In the event that Seller elects to transfer the Personal Property to Purchaser, such conveyance shall be without any warranty or representation of any kind, type or nature, and Purchaser shall accept such conveyance of the Personal Property “AS IS” and with all faults, in its then present condition. Electroglas has advised that it will also transfer the “Forklift” to Seller or Purchaser for the sum of $4,000.00. Purchaser agrees that it will pay to Electroglas or Seller said sum in consideration of the transfer of the Forklift to Purchaser. (d) Before March 15,2007, Seller utilizing its good faith efforts to negotiate and deliver to Purchaser (i) a valid and binding commitment from the City of Corvallis (the “City’’) to consent to the assignment (the “Consent”) of the lessee’s interest in the Lease, in a form reasonably acceptable to Purchaser~ and (ii) a valid and binding estoppel certificate from the City in respect to the Ground Lease substantially in the form attached hereto as Exhibit “D” (the “Estoppel Certificate”). If Seller has not delivered the Consent and Estoppel Certificate to Purchaser by March 14,2007, or if Purchaser is dissatisfied with the terms of the Consent or Estoppel Certificate (in Purchaser’s reasonable discretion, provided that Purchaser may not object to the terms of the estoppel certificate actually delivered unless the terms materially differ from those contained on the Estoppel Certificate), then Purchaser may terminate this Agreement by providing written notice thereof to Seller on or before March 15,2007, in which event the Deposit shall be returned to Purchaser and this Agreement shall be null and void. (e) Before March 15,2007, Purchaser negotiating and obtaining a valid and binding commitment from Lender to permit Purchaser to assume the Loans at Closing without change to the financial terms thereof (i.e., principal amount, interest rate, amortization period and maturity date), with a loan assumption fee not to exceed one percent (1 %) of the outstanding principal balance of the Loans, and otherwise containing terms and conditions acceptable to Purchaser in its sole discretion (the “Loan Commitment”). If Purchaser has not obtained the Loan Commitment, or if Purchaser is dissatisfied with the terms of the Loan Commitment (in Purchaser’s sole discretion), then Purchaser may terminate this Agreement by providing written notice thereof to Seller on or before March 15,2007, in which event the Deposit shall be returned to Purchaser and this Agreement shall be null and void. (f) The obligation of Purchaser under this Agreement to purchase the Property from Seller is subject to the satisfaction, on or before the Closing Dateas of Closing, of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser):conditions: (ai) all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the The representations and warranties of the Vendor set forth made by Seller in this Agreement will shall be true true, accurate and correct complete in all material respects as of the Effective Date and as Closing Date. (ii) Seller performing all of the Closing Date as if made on covenants and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted obligations required by this Agreement to be performed by Seller on or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated before the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date;. (ciii) during the Interim Period, there will not have occurred, Seller conveying its interest in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access Property to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request; (e) the Vendor will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted;terms of this Agreement. (fiv) Seller delivering exclusive possession of the Support Agreements will have been duly executed by Land and Improvements to Purchaser at Closing in substantially the Vendor same condition as existed on the Effective Date, reasonable wear and tear excepted. (v) Seller executing and delivering all documents necessary for Purchaser to assume the Loans in accordance with the terms of the Loan Commitment and Loan Release; provided, Seller’s only obligation shall be to execute and deliver such documents, it being understood that it is the obligation of Purchaser to take all action necessary to assume the Loans and the Supporting Shareholders;preparation of the loan assumption documents. (gvi) there will not be pending or threatened City executing and delivering all documents necessary to consent to assignment of the Ground Lease to Purchaser in accordance with the terms of the Consent. (vii) Lender executing and delivering all documents necessary for Purchaser to assume the Loans in accordance with the terms of the Loan Commitment. If any suit, action or proceeding by any Governmental Entity, of the conditions set forth in each case that has a reasonable likelihood of success: clauses (i) seeking through (v) above are not satisfied on or before Closing and Purchaser fails to restrain waive such conditions, then Purchaser may, at its election, by written notice to Seller (A) declare Seller to be in default under this Agreement, in which event the parties shall have the rights, benefits, obligations and liabilities described in Paragraph 12 below, or prohibit (B) extend the consummation time for Closing hereunder for a period of time not to exceed thirty (30) days until all of these contingencies are satisfied and/or until Purchaser waives such contingencies, such waiver to occur, if at all, within the Transaction; thirty (ii30) seeking day period referenced above. If Purchaser elects to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or proceed pursuant to clause (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The B), Purchaser may not rely on the failure still elect clause (A) subsequently, at any time, upon written notice to satisfy Seller. If any of the conditions set forth in clauses (vi) and (vii) above conditions precedent as a basis for non-compliance by it with its obligations under are not satisfied on or before Closing through no fault of Purchaser, then this Agreement if shall terminate, in which event the condition precedent would have been satisfied but for a material default by the Deposit shall be returned to Purchaser in complying with its obligations hereunderand this Agreement shall be null and void.

Purchaser’s Conditions Precedent. The obligations obligation of the Purchaser to complete the transactions contemplated by this Agreement will also be subject to the satisfactionsatisfaction or waiver of, on at or before the Closing DateClosing, of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser):precedent: (a) all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have Transaction Documents having been duly performed executed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed delivered to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing DatePurchaser; (b) Antev having provided to the representations Purchaser, and warranties the Purchaser and its accountants having had a reasonable opportunity to review, the Antev Financial Statements, and the Purchaser being reasonably satisfied (i) with the content of the Vendor Antev Financial Statements taken as a whole, and (ii) with an unqualified audit opinion in respect of the annual consolidated financial statements of Antev for the year ended December 31, 2024 or such other form of comfort in respect of such financial statements provided to the Purchaser by Antev's auditor in writing and acceptable to the Purchaser acting reasonably; (c) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Transaction, and no action or Proceeding having been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (d) no claim having been asserted or made that any Person (other than the Purchaser or the Antev Vendors) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Antev Shares, or any other voting, equity, or ownership interest in, Antev, or (other than the Antev Vendors) is entitled to all or any portion of the Consideration Shares; (e) no Material Adverse Effect having occurred with respect to the Antev Business, Antev Assets or Antev Shares; (f) any consents, authorizations or approvals of Nasdaq which, in the Purchaser's reasonable opinion, must be obtained prior to the Closing in order to give effect to the acquisition of the Antev Shares and the Transaction having been obtained; (g) Antev and the Antev Vendors (in their capacity as shareholders of Antev, and to the extent they are party to this Agreement) having taken all proper steps, actions and (in the case of Antev) corporate proceedings to (i) approve the Transaction, (ii) ensure that the Antev Shares will be transferred to the Purchaser free and clear of any encumbrances, adverse claim, right or interest and (ii) ensure that the rights and obligations of the Antev Vendors set forth in this Agreement will be (including Sections 2.10, 11.1 and 11.3 hereof) are binding upon each of the Antev Vendors; (h) as at the Closing, Antev having no Liabilities in respect of Closing Indebtedness; and (i) the Purchaser having received from Antev and the Antev Vendors the following Transaction Documents, in each case in form and substance reasonably satisfactory to the Purchaser: (i) Deeds of Adherence duly executed by or on behalf of each Adhering Antev Vendor; (ii) transfer instruments for the Antev Shares duly executed in favour of the Purchaser accompanied by the relevant share certificates (or, to the extent that the share certificates have been mislaid, lost or destroyed, an express indemnity in respect of the same in a customary form satisfactory to the Purchaser (acting reasonably)); (iii) an irrevocable power of attorney, in a customary form satisfactory to the Purchaser (acting reasonably), duly executed in favor of the Purchaser to enable the Purchaser (pending registration of the relevant transfers) to exercise all voting and other rights attaching to the Antev Shares and appoint proxies for such purpose; (iv) the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books and records of Antev and the Antev Subsidiary (duly written up to date), the share certificates in respect of the Antev Subsidiary and the registered email address, security code and authentication code used by Antev for making electronic filings with the Registrar of Companies in England and Wales; (v) copies of the minutes of a meeting or written resolutions of the Antev Board approving: the entry into of this Agreement and the completion of the transactions contemplated hereby, the transfer of the Antev Shares to the Purchaser, the approval of the registration of the Antev Shares in the name of the Purchaser in the share register of Antev subject only to the transfers of the Antev Shares to the Purchaser being stamped or otherwise approved for registration by the UK HM Revenue and Customs and all other matters contemplated by this Agreement; (vi) a certificate executed by an officer of Antev certifying that: (A) the warranties of Antev set forth in this Agreement are true and correct in all material respects as at the Closing save as Fairly Disclosed in the Antev Disclosure Statement, (B) Antev has performed and complied in all material respects with all of its obligations, covenants and agreements required hereunder, and (C) all conditions precedent of Antev for completion of the Effective Date transactions contemplated herein have been satisfied or waived; (vii) from each Antev Vendor, a duly executed Certificate; (viii) duly executed resignation and as releases from each of the Closing Date as if made on outgoing directors and as officers of such date Antev and the Antev Subsidiary; (except to the extent such representations and warranties speak as ix) a copy of a specified date any power of attorney under which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request; (e) the Vendor will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted; (f) the Support Agreements will have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under documents referred to in this Agreement if the condition precedent would Section 7.1 have been satisfied but for executed; and (x) a material default by the Purchaser in complying with its obligations hereunderstatement or schedule listing all of Antev's Closing Indebtedness, if any.

Purchaser’s Conditions Precedent. The obligations following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein with respect to the Property (collectively, the “Purchaser’s Conditions Precedent”): (i) The Title Company shall stand ready to issue at the Closing an ALTA standard coverage owner’s policy of title insurance with liability in the full amount of the Purchaser to complete the transactions contemplated by this Agreement will also be Purchase Price, subject only to the satisfactionPermitted Exceptions, together with such endorsements as were requested by Purchaser and Title Company irrevocably committed, prior to the expiration of the Due Diligence Period, to issue to Purchaser at Closing (the “Title Policy”), insuring Purchaser’s interest in the Property, dated as of the day of the Closing. (ii) There shall exist no material breach of (A) any of Seller’s representations and warranties set forth in Section 6, or (B) any other material obligation of Seller hereunder as of the Closing, in either case not cured in accordance with the provisions of Section 19(a). (iii) Seller shall have delivered to the Escrow Company the items described in Section 13. (iv) Purchaser shall have received, prior to the Closing, estoppel certificates (collectively, “Tenant Estoppel Certificates”), in the form customarily issued by the Tenant and/or the form set forth in their respective Leases (but if no form is set forth in a particular Lease or if the particular Lease does not otherwise dictate the contents of a Tenant Estoppel Certificate, then in the form attached hereto as Exhibit N-1) executed by each Tenant whose premises contains more than ten thousand (10,000) square feet of leasable area (collectively, the “Major Tenants”) and from remaining Tenants leasing in the aggregate not less than seventy-five percent (75%) of the remaining leasable floor area of the Property (the “Estoppel Threshold”). Tenants (other than Major Tenants) that do not execute a Tenant Estoppel Certificate, Seller shall execute a certificate in the form of Exhibit N attached hereto (the “Seller Certificate”). Purchaser may disapprove any Tenant Estoppel Certificate or Seller Certificate hereunder only if such Tenant Estoppel Certificate or Seller Certificate reflects a default by Seller or Tenant under the Lease in question, reflects information that is inconsistent with the Rent Roll in any material respect or reflects information that is not substantially consistent with the Due Diligence Materials; and any disapproval of a Tenant Estoppel Certificate or Seller Certificate shall be in writing, shall set forth with specificity the basis of such disapproval and must be received by Seller not later than three (3) Business Days after delivery of such Tenant Estoppel Certificate or Seller Certificate to Purchaser, it being expressly agreed that any Tenant Estoppel Certificate or Seller Certificate not disapproved in accordance with the provisions of this sentence shall be deemed approved and shall be applicable to the satisfaction of the Estoppel Threshold. With respect to any Tenant (other than any of the Major Tenants) that does not execute a Tenant Estoppel Certificate, Seller shall exercise commercially reasonable efforts to obtain Tenant Estoppel Certificates from any Tenant for whom Seller executed a Seller Certificate within ninety (90) days after the Closing and if, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate (consistent in all material respects with the Seller Certificate for such Tenant) from a Tenant for whom Seller executed a Seller Certificate at the Closing, then Seller thereafter shall be released from the Seller Certificate. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any Seller Certificate shall be commenced, if at all, on or before the Closing Date, of each date which is twelve (12) months after the date of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser): (a) all covenants and agreements of the Vendor under this Agreement to be performed or observed Closing and, if not commenced on or before such date, the Seller Certificate thereafter shall be void and of no force or effect. If Purchaser disapproves any Tenant Estoppel Certificate or Seller Certificate required to be delivered pursuant to the terms of this Section, then Seller shall be entitled to remedy the condition which caused Purchaser to disapprove such Tenant Estoppel Certificate or Seller Certificate and deliver to Purchaser prior to the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors an updated Tenant Estoppel Certificate or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request; (e) the Vendor will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser Seller Certificate in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted; (f) the Support Agreements will have been duly terms of this Section. Seller shall review each Tenant Estoppel Certificate executed by a Tenant prior to transmitting such Tenant Estoppel Certificate to Purchaser and Seller shall endeavor to remedy with the Vendor and Tenant executing the Supporting Shareholders; (g) there will not be pending or threatened Tenant Certificate any suit, action or proceeding by any Governmental Entitymatter which would, in each case that has a Seller’s reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the business judgment, entitle Purchaser to acquire or hold or exercise full rights disapprove such Tenant Estoppel Certificate in accordance with the provisions of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by the Purchaser in complying with its obligations hereunderSection.

Purchaser’s Conditions Precedent. The obligations following shall be -------------------------------- conditions precedent to Purchaser's obligation to consummate the purchase and sale transaction contemplated herein with respect to each Property (the "PURCHASER'S CONDITIONS PRECEDENT"): (i) Neither Purchaser nor Seller shall have validly terminated this Agreement. (ii) Title Company shall stand ready to issue at the Closing an ALTA extended coverage Owner's Policy of Title Insurance with liability in the full amount of the Purchaser to complete the transactions contemplated by this Agreement will also be Allocated Purchase Price, subject only to the satisfactionPermitted Exceptions (the "TITLE POLICY"), insuring Purchaser's interest in the Property, dated the day of the Closing. (iii) There shall exist no material breach of any of Seller's representations and warranties set forth in Section 6 or any other material --------- obligation of Seller hereunder as of the Closing. (iv) Seller shall have delivered to the Escrow Company the items described in Section 13. ---------- (v) Purchaser shall have received, at least three (3) Business Days prior to the Closing, estoppel certificates substantially in the form of Exhibit L-1 attached hereto executed by tenants of the Improvements (the ----------- "TENANT ESTOPPEL CERTIFICATES") occupying a total of at least eighty-five percent (85%) of the space which is leased as of the Execution Date for each Property, which Estoppel Certificates do not materially and adversely differ from information contained in the Due Diligence Materials; provided, -------- however, that if the form of estoppel certificate attached hereto as ------- Exhibit L-1 requests information in addition to or different than that ----------- required to be given pursuant to a tenant's Lease, this condition will be satisfied for such tenant if such tenant executes an estoppel certificate in the form or containing only such information required pursuant to its Lease. If Seller is unable to obtain a Tenant Estoppel Certificate from a sufficient number of tenants at any Property to satisfy the percentage set forth above, then, in lieu thereof, Seller may elect, in its sole and absolute discretion, to satisfy such condition by providing to Purchaser a certificate in the form of Exhibit L-2 attached hereto (the "SELLER ----------- CERTIFICATE") so that for each Property Purchaser receives Tenant Estoppel Certificates and Seller Certificates for at least eighty-five percent (85%) of such leased area; provided, however, that if, after the Closing, Seller -------- ------- delivers to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller Certificate at the Closing, then such Seller Certificate shall be of no force or effect and Seller shall be released from the Seller Certificate. Any action, suit or proceeding with respect to the truth, accuracy or completeness of such Seller Certificate shall be commenced, if at all, on or before the Closing Date, of each date which is twelve (12) months after the date of the following Closing and, if not commenced on or before such date, thereafter shall be void and of no force or effect. The conditions precedent (each of which is set forth in this Section 11(a) are solely for the exclusive benefit of the ------------- Purchaser and may be waived only by the Purchaser): (a) . Purchaser shall, at all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed times prior to the Purchaser and dated termination of this Agreement, have the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of such date (except right to the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request; (e) the Vendor will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted; (f) the Support Agreements will have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy waive any of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by the Purchaser in complying with its obligations hereunderthese conditions.

Purchaser’s Conditions Precedent. The obligations obligation of the Purchaser to complete the transactions contemplated by this Agreement will also be subject to the satisfactionsatisfaction or waiver of, on at or before the Closing DateClosing, of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser):precedent: (a) all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor Target and the Target Vendors set forth in this Agreement will be true and the applicable Target Vendor Certificate being true, correct and complete in all material respects as of the Effective Date Closing and with the same effect as if made at and as of the Closing Date as if made on and as of such date Closing; (except to b) the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) Target and the Purchaser will have received a certificate Target Vendors having performed and complied with all of the Vendor addressed to the Purchaser their respective material obligations, covenants and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Dateagreements required hereunder; (c) during this Agreement and the Interim PeriodTransaction Documents, there will not have occurred, all in the judgment of form and substance reasonably satisfactory to the Purchaser, acting reasonably, a Vendor Material Adverse Changehaving been executed and delivered to the Purchaser; (d) all of the Purchaser will have completed, and outstanding Target Shares will be satisfied with, exchanged for the Cash Consideration in its sole discretion, its due diligence review of accordance with the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably requestterms hereof; (e) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Vendor will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser in accordance with the Mining ActTransaction, and will not have received no action or Proceeding having been instituted or be pending before any notice that such consent has not been, court or will not be, grantedadministrative tribunal to restrain or prohibit the Transaction; (f) no claim having been asserted or made that any Person (other than the Support Agreements will have been duly executed by Purchaser or the Vendor and Target Vendors) is the Supporting Shareholdersholder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Shares, or any other voting, equity, or ownership interest in, the Target, or (other than the Target Vendors) is entitled to all or any portion of the Cash Consideration; (g) there will not be pending all consents, renunciations, authorizations or threatened approvals of each applicable Governmental Body and any suit, action or proceeding by any Governmental Entityother Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the purchase of the Target Shares and the Transaction, including the approval of the Canadian Securities Exchange and the holders of the Purchaser Shares (each case if applicable) (if applicable), having been obtained to the Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (h) the Target and the Target Vendors having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that has a reasonable likelihood the Target Shares will be transferred to the Purchaser free and clear of successany Encumbrances, adverse claim, right or interest; (i) the Purchaser Board and the holders of the Purchaser Shares, if applicable, having approved the entry into, and the Closing, of this Agreement and the Transaction, including the payment of the Cash Consideration; (j) the Purchaser having received from the Target and the Target Vendors the following Transaction Documents: (i) seeking to restrain or prohibit the consummation certified copies of resolutions of the Transaction;Target Board, approving: the entry into, and the Closing of, this Agreement and the transactions contemplated hereby, the transfer of the Target Shares to the Purchaser, the registration of the Target Shares in the name of the Purchaser, the issue of certificates representing the Target Shares registered in the name of the Purchaser, and all other matters contemplated by this Agreement, (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; orfrom each Target Vendor, a duly executed Target Vendor Certificate, (iii) seeking to impose limitations on all such instruments of transfer, duly executed, which in the ability opinion of the Purchaser acting reasonably are necessary to acquire or hold or exercise full rights of ownership effect and evidence the transfer of the Property. The Purchaser may not rely on Target Shares to the failure to satisfy any Purchaser, free and clear of all Liens, and (iv) the corporate minute books and all other books and records of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if Target; and (k) the condition precedent would have been satisfied but for a material default Purchaser having received such evidence of value to be received by the Purchaser in complying with its obligations hereunderfor the Cash Consideration as is satisfactory to the Purchaser.

Purchaser’s Conditions Precedent. The obligations following are conditions precedent to Purchaser's obligation to proceed with Closing ("Purchaser's Conditions Precedent"): i) Seller has not terminated this Agreement in accordance with the provisions hereof; ii) Title Company has irrevocably committed to issue to Purchaser, at the Closing, a standard coverage owners' policies of title insurance in form and content acceptable to Purchaser ("Title Policy") insuring Purchaser's interests in the Property in the amount of the Purchase Price, dated the day of Closing, with coverage in the applicable amount of the Purchase Price subject only to the Permitted Exceptions and with such extended coverage to the Title Policy requested by Purchaser and such Title Policy endorsements as Purchaser may desire at Purchaser's sole cost and expense; iii) As of the Closing, there has been no material breach of any of Seller's representations or warranties set forth in Section 6; iv) Seller has delivered to Purchaser the items described in Section 4 in accordance therewith; v) The Final Approvals have been obtained for the Property and/or Project to Purchaser's satisfaction; vi) The Use Restrictions have been amended and/or removed in order to allow the Purchaser to complete use the transactions contemplated by this Agreement will also be subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is Property for the exclusive Intended Use; vii) Seller has delivered to Purchaser the executed Lease Termination; and viii) Seller has delivered to Escrow Agent the items described in Section 11. The Purchaser's Conditions Precedent set forth in this Section 8(d) are solely for the benefit of the Purchaser and may be waived only by Purchaser through a writing signed by the Purchaser): (a) . Purchaser will, at all covenants and agreements times prior to Closing, have the right to waive any of Purchaser's Conditions Precedent. Purchaser shall not be required to close the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions transaction contemplated or permitted by this Agreement or otherwise consented to by until the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request; (e) the Vendor will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted; (f) the Support Agreements will 's Conditions Precedent have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by the Purchaser in complying with its obligations hereunderfulfilled.

Purchaser’s Conditions Precedent. The Purchaser's obligations of to purchase the Purchaser to complete the transactions contemplated by this Agreement will also be subject to the satisfaction, on or before the Closing Date, of each Property hereunder are contingent upon satisfaction of the following conditions precedent (each of which is for the exclusive benefit "Purchaser's Conditions Precedent") within forty-five (45) days of the Purchaser and may be date hereof (the "Purchaser's Condition Period"): A. Unless this Condition is waived by Purchaser within the Purchaser): (a) all covenants 's Condition Period, Purchaser agrees to obtain a preliminary title report and agreements commitment to insure title covering each Property issued by the Title Company. It is a condition precedent to Purchaser's obligations to purchase the Property that the Title Company agree to issue an owner's policy of title insurance to Purchaser for each Property in an amount equal to the purchase price set forth on Exhibit "B" and in ALTA Extended Owner's Form B-1970 or the equivalent thereof as used in the applicable state. The Title Company shall agree to delete from the final policies any exceptions for mechanic's or materialman's liens, and for discrepancies, conflicts in boundary lines, lack of access, shortages in area, encroachments, or other facts a current survey or inspection of the Vendor under this Agreement Property would disclose. Seller agrees to be performed or observed on or before the Closing Date will have been duly performed and observed execute those affidavits and/or furnish other documentation reasonably requested by the Vendor in all material respects Title Company to make such deletions and to reflect the Purchaser will have received a certificate current status of the Vendor addressed rights pursuant to the Purchaser and dated Tenant Leases as of the Closing Date. Purchaser shall have until expiration of its Conditions Period to examine the title to the Properties and to notify Seller in writing of any defects in or encumbrances upon Seller's title to the Properties (other than the Permitted Exceptions) that are unacceptable to Purchaser. Any objection not timely made by Purchaser shall be deemed to be waived, signed on behalf and all such matters shown as exceptions to title in the commitments (but not including items shown in requirements sections) shall be Permitted Exceptions. Seller shall have until Closing to cure all such defects. If any defects (other than Permitted Title Exceptions) are not cured or otherwise removed in a manner reasonably satisfactory to Purchaser by the scheduled date of Closing, Purchaser shall have the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor remedies set forth in subparagraph F below. B. Unless this Agreement will Condition is waived by Purchaser within the Purchaser's Condition Period, Purchaser agrees to obtain certified surveys of the Properties certified by the surveyor to Purchaser and to the Title Company. It is a Condition Precedent to Purchaser's obligations hereunder that the surveys reveal no new exceptions to title that are unacceptable to Purchaser. Any such matters shall be reported to Seller and dealt with in accordance with the procedure for other title exceptions as set forth in subparagraph 5A above. C. Purchaser acknowledges receipt of the environmental reports on the Properties identified in Exhibit "E" attached hereto and agrees to accept the Properties in the environmental condition as reflected therein, provided, however, any new or additional information concerning the environmental condition of any Property shall be subject to Purchaser's approval, in Purchaser's sole discretion and except that, prior to Closing, Purchaser shall receive evidence of proper closure or removal of underground tanks as noted in the report concerning Northpark Shopping Center. D. The Mutual Representations as set forth herein in paragraph 7 hereof and Seller's representations as set forth in paragraph 8 hereof shall be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as without any change in the rent rolls or the status of defaults of tenants which would be detrimental to the value of any Property. Each party agrees to promptly notify the other of any matter coming to the knowledge of such date party which would render any of the Mutual Representations or Seller's Representations untrue in any material respect. Seller agrees to use reasonable efforts to correct any such matter prior to Closing, but shall not be obligated to expend any money or to incur any liability to effect any such cure. E. The parties acknowledge that Purchaser is the asset manager for the Properties pursuant to a Management Agreement dated July 1, 1981 and an Administrative Agreement dated January 1, 1984 (except together the "Advisory Agreements"). Purchaser shall continue to manage the Property in the best interests of the Seller pursuant to the extent such representations and warranties speak Advisory Agreements in the same manner as prior to this Contract. All actions taken by Seller in regard to the Property at the recommendation of a specified date which is earlier than the Effective Date, in which event such representations and warranties will Purchaser as Advisor shall be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise considered consented to by Purchaser pursuant to this Contract. Seller hereby directs Purchaser to conduct operations at the Purchaser) Properties in accordance with any applicable terms and the conditions of this Contract. Seller agrees that Purchaser will shall have received a certificate of the Vendor addressed access to the Purchaser and dated the Property pending Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, to perform its due diligence review and inspections allowed by this Contract in addition to Purchaser's access to the Property in its capacity as Advisor. Purchaser agrees to indemnify and hold Seller harmless from any loss, cost, damage, or liability caused by Purchaser's conduct of the Property, provided, however, that Purchaser will have completed its due diligence review set forth herein. This indemnity shall survive the Closing or earlier termination of this Contract. F. If the Purchaser's Conditions Precedent set forth in this paragraph 5 are not timely satisfied, then Purchaser may elect to (i) waive such condition(s) and close, by giving written notice to Seller such that Seller receives the notice no later than 15 sixty (60) days after the Effective Date. In connection therewithdate hereof in the event of a failure of conditions to be satisfied within Purchaser's Condition Period, or no later than the Purchaser will have access to such information, books, records, facilities, personnel and certain clients date scheduled for Closing in the event of a failure of the Vendor may reasonably request; conditions to be met prior to Closing (e) the Vendor will have lodged an application for the Minister hereinafter referred to consent to the transfer of EL 6897 to the Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not beenthis paragraph as "Timely Notice"), or will not be, granted; (f) the Support Agreements will have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Transaction; (ii) seeking terminate this Contract by Timely Notice to prohibit Seller. Upon a termination of this Contract in accordance herewith, Purchaser's Deposit shall be promptly refunded and neither party shall have any further rights or materially limit obligations hereunder. In the ownership or operation by the Purchaser absence of any material portion of the Property; or (iii) seeking written notice from Purchaser, Purchaser shall be deemed to impose limitations on the ability of the Purchaser have elected to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under terminate this Agreement if the condition precedent would have been satisfied but for a material default by the Purchaser in complying with its obligations hereunderContract.

Purchaser’s Conditions Precedent. The Purchaser’s obligations to consummate the Closing shall be conditioned upon the satisfaction or waiver of the Purchaser following: a. The representations, warranties, and covenants of Seller made herein shall have been true when made and at all times after the date when made, to complete the transactions contemplated by this Agreement will also be subject to the satisfaction, on or before and including the Closing Date, of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser): (a) all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming with the same as at the Closing Date; (b) the representations force and warranties of the Vendor set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the Closing Date effect as if made on and as of each such date (except to times, including the extent such representations and warranties speak as Closing Date. b. As of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf the sale of the Vendor Transferred Assets by two directors Seller or senior executive officers any of the Vendortransactions contemplated hereby are not prohibited by any stay or injunction in any litigation, confirming governmental action, or other proceeding, including, without limitation, the same “automatic stay” under 11 U.S.C. § 362 in any pending case under title 11 of the United States Code by or against Debtor. c. Seller shall have executed and delivered to Purchaser a ▇▇▇▇ of Sale in the form attached as at Exhibit “B” hereto, with respect to the Transferred Assets. d. Seller shall have enforced its security interest in the Transferred Assets effective as of its receipt of the payment in good funds, of the Purchase Price. e. Borrower shall have executed and delivered to Purchaser assignments, in form and substance satisfactory to Purchaser, of the intellectual property rights listed on Part I of Exhibit “E”. f. Seller shall have obtained and delivered to Purchaser consents to the transactions contemplated by this Agreement, in form and substance satisfactory to Purchaser, from the Borrower’s contractual counterparties to the agreements listed on Part II of Exhibit “E”. g. Purchaser shall have obtained from the Borrower’s lessor a lease, in form and substance satisfactory to Purchaser, to the leased premises described in Part III of Exhibit “E” (the “Transferred Premises”). h. Borrower shall have delivered to Purchaser possession of the Transferred Assets and the Transferred Premises. i. Borrower shall have delivered evidence reasonably satisfactory to Purchaser (i) that all insurance policies historically maintained by the Borrower are in effect as of the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request; (e) the Vendor will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted; (f) the Support Agreements will have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability binding of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if the condition precedent would have been satisfied but six year tail for a material default by the Purchaser in complying with its obligations hereunderproduct liability policy reasonably acceptable to Purchaser.

Purchaser’s Conditions Precedent. The obligations Notwithstanding any other provision of the Purchaser to complete the transactions contemplated by this Agreement will also be to the contrary, Purchaser’s obligation to purchase the Recreation Center Site is subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for either being satisfied in full, or being waived by Purchaser in writing, acting in Purchaser’s sole discretion, prior to the exclusive benefit expiration of the Purchaser and may be waived Inspection Period, such other deadline specified herein or, if there is no such deadline specified herein, then by the Purchaser):Closing: (a) all covenants Purchaser’s receipt, review and, in Purchaser’s sole discretion, approval of one or more appraisals, environmental, mechanical, structural and agreements of the Vendor under this Agreement to other inspections, tests and reports as may be performed or observed conducted on or before concerning the Closing Date will have been duly performed Recreation Center Site by Purchaser or its designated representatives, at Purchaser’s option and observed by expense, during the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing DateInspection Period; (b) the representations and warranties of the Vendor set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the Effective DatePurchaser’s receipt, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) the Purchaser will have completed, and will be satisfied withreview and, in its sole discretion, its due diligence review approval of the PropertyCommitment and all exceptions noted therein and, providedif Purchaser objects to any exceptions therein by the expiration of the Title Inspection Deadline (subject to the last sentence of Section 9), however, that Purchaser will have completed its due diligence review Seller agreeing to remove such objected to exceptions from the Policy; and (c) Seller having caused the Pad Site to be in a Pad-Ready Condition within the meaning therefor in the Development Agreement no later than 15 days after , 2013, subject to reasonable extensions for events which constitute force majeure; and (d(c) Performance by Seller of all of its obligations hereunder prior to the Effective Daterespective Closing. In connection therewith, the If Purchaser will have access to such information, books, records, facilities, personnel and certain clients has reasonably determined that one or more of the Vendor may reasonably request; (e) the Vendor will conditions precedent have lodged an application for the Minister to consent to the transfer of EL 6897 to the neither been satisfied nor waived in writing by Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted; (f) the Support Agreements will have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suitdeadline therefor, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with withhold further performance under this Agreement and, if Purchaser has full performed its obligations under this Agreement if due prior thereto and the condition Seller’s conditions precedent would specified in Section 14 hereof have been satisfied but for or have been waived in writing by Seller (other than any further performance by Purchaser being withheld pursuant to this sentence), then Purchaser may declare a material default by the Purchaser in complying with its obligations hereunderunder Section 21 hereof.

Purchaser’s Conditions Precedent. 6.1 Purchaser’s Conditions Precedent The obligations obligation of the Purchaser to complete the transactions contemplated by this Agreement will also be subject to the satisfactionsatisfaction or waiver of, on at or before the Closing DateClosing, of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser):precedent: (a) all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor Target and Target Shareholders set forth in this Agreement will be true and the applicable Target Shareholder Certificate being true, correct and complete in all material respects as of the Effective Date Closing and with the same effect as if made at and as of the Closing Date as if made on and as of such date Closing; (except to b) the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) Target and the Purchaser will have received a certificate Target Shareholders having performed and complied with all of the Vendor addressed to the Purchaser their respective material obligations, covenants and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Dateagreements required hereunder; (c) during the Interim PeriodPurchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, there will not have occurred, in and the judgment Purchaser and its advisors being satisfied with the results of the Purchaser, acting reasonably, a Vendor Material Adverse Changesuch due diligence; (d) the Purchaser will have completedbeing satisfied that its due diligence, analysis and will be satisfied withother customary examinations that it has performed regarding the financial position of the Target and the Target Business are consistent, in its sole discretionall material respects, its due diligence review with the representations and warranties of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after Target and the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably requestTarget Shareholders set forth in this Agreement; (e) this Agreement and the Vendor will have lodged an application for the Minister to consent Transaction Documents, all in form and substance reasonably satisfactory to the transfer of EL 6897 Purchaser, having been executed and delivered to the Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, grantedPurchaser; (f) all of the Support Agreements outstanding Target Shares will have been duly executed by be exchanged for Consideration Shares in accordance with the Vendor and the Supporting Shareholdersterms hereof; (g) there will not no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Transaction, and no action or Proceeding having been instituted or be pending before any court or threatened administrative tribunal to restrain or prohibit the Transaction; (h) no claim having been asserted or made that any suitPerson (other than the Purchaser or the Target Shareholders) is the holder or the beneficial owner of, action or proceeding by has the right to acquire or to obtain beneficial ownership of, any of the Target Shares, or any other voting, equity, or ownership interest in, the Target, or (other than the Target Shareholders) are entitled to all or any portion of the Consideration Shares; (i) all consents, renunciations, authorizations or approvals of each applicable Governmental EntityBody and any other Person which, in each case the Purchaser’s reasonable opinion, must be obtained prior to the Closing in order to give effect to: (i) the purchase of the Target Shares and the Transaction; (ii) all other transactions related to the foregoing, including any approval of the holders of the Purchaser Shares, if applicable, having been obtained to the Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (j) the Target and the Target Shareholders having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that has a reasonable likelihood the Target Shares will be transferred to the Purchaser free and clear of successany Encumbrances, adverse claim, right or interest; (k) an exemption from the prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Shares to the Target Shareholders; (l) the Purchaser Board and the holders of the Purchaser Shares, if applicable, having approved the entry into, and the Closing, of this Agreement and the Transaction, including the issuance of the Consideration Shares; (m) the Purchaser having received from the Target and the Target Shareholders the following Transaction Documents: (i) seeking to restrain or prohibit the consummation certified copies of resolutions of the Transaction; Target Board, approving: (iiA) seeking to prohibit or materially limit the ownership or operation by entry into, and the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under Closing of, this Agreement if and the condition precedent would have been satisfied but for a material default by the Purchaser in complying with its obligations hereunder.transactions contemplated hereby,

Purchaser’s Conditions Precedent. The Notwithstanding anything in this Agreement to the contrary, the obligations of the Purchaser to complete the Closing are subject to the satisfaction of the following additional conditions, or the written waiver of same by Purchaser, on or prior to Closing: (a) The representations and warranties made by Sellers in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Seller. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Seller. (c) Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement will also be subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser): (a) all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change;Agreement. (d) the Purchaser will The applicable Seller shall have completed, and will be satisfied with, in its sole discretion, its due diligence review executed a lease of the PropertySubways (2) locations the form of which is set out in Exhibit 9.1 (e) Purchaser shall have received the Title Commitments and surveys required under Section 8.9. (f) At Closing, the Real Properties transferred shall constitute at least thirteen (13) of the Purchased Owned Real Properties and Purchased Leased Real Properties in aggregate. (g) There shall not have been after the Effective Date: (i) any Material Adverse Change in any of the Seller’s operations at the Locations or any of the Assets; or (ii) any sale, assignment or transfer by any Seller of any of the Assets other than in the normal, regular and customary course of business. For purposes of this Agreement, wherever it is used, “Material Adverse Change” or “Material Adverse Effect” shall mean any event, occurrence, development or state of circumstances or facts which individually or in the aggregate has had or is reasonably expected to result in or have a material adverse effect upon the financial condition, results of operation, business, properties, prospects, condition or operations of a material portion of the Assets or the respective Seller’s operations at the Locations; provided, however, that in determining whether there has been a material adverse change or effect, any adverse effect attributable to the following shall be disregarded: (i) general economic business or financial market conditions, including, without limitation, conditions affecting generally the industries, businesses and customers served by the Locations; (ii) the announcement of this Agreement; (iii) the breach by Purchaser will have completed its due diligence review no later than 15 days after of this Agreement; or (iv) any change in legal requirements or generally accepted accounting principles or interpretations thereof that apply to the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients applicable Seller’s operation of the Vendor may reasonably request;Locations. (eh) the Vendor will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted; (f) the Support Agreements will have been duly executed by the Vendor and the Supporting Shareholders; (g) there will not be pending or threatened any suit, No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit any of the transactions contemplated in this Agreement, and no governmental agency or body shall have taken any action or made any request of any party to this Agreement as a result of which Purchaser reasonably and in good faith determines that such action or request would be likely to prevent operation of the Locations substantially as presently conducted by any Governmental Entity, in each case that has a reasonable likelihood the applicable Seller or which would be likely to Materially Adversely Effect the marketability or value of success:the Assets. (i) seeking to restrain Purchaser shall have obtained (i) state and county UCC searches regarding Sellers and the Assets showing no liens, encumbrances, easements or prohibit the consummation restrictions against any of the Transaction; Assets other than those which Sellers agree to remove on or before Closing; and (ii) seeking to prohibit judgment, bankruptcy and tax lien searches confirming that there are no judgments or materially limit tax liens against the ownership or operation by Sellers and/or the Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may Assets which shall not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if the condition precedent would have be removed at Closing and that no Seller has been satisfied but for a material default by the Purchaser in complying with its obligations hereunderdeclared bankrupt.

Purchaser’s Conditions Precedent. The obligations obligation of the Purchaser to complete the transactions contemplated by this Agreement will also be subject to the satisfactionsatisfaction or waiver of, on at or before the Closing DateClosing, of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser):precedent: (a) all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Targets and the Target Vendor set forth in this Agreement will be true being true, correct and correct complete in all material respects as of the Effective Date Closing and with the same effect as if made at and as of the Closing Date as if made on and as of such date Closing; (except to b) the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) Targets and the Purchaser will have received a certificate Target Vendor having performed and complied with all of the Vendor addressed to the Purchaser their respective material obligations, covenants and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Dateagreements required hereunder; (c) during the Interim PeriodPurchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, there will not have occurred, in and the judgment Purchaser and its advisors being satisfied with the results of the Purchaser, acting reasonably, a Vendor Material Adverse Changesuch due diligence; (d) the Purchaser will have completedbeing satisfied that its due diligence, analysis and will be satisfied withother customary examinations that it has performed regarding the financial position of each of the Targets and the Target Business are consistent, in its sole discretionall material respects, its due diligence review with the representations and warranties of each of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after Targets and the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Target Vendor may reasonably requestset forth in this Agreement; (e) the Vendor will have lodged an application Purchaser Shares having been conditionally accepted for listing on the Minister to consent to the transfer of EL 6897 to the Purchaser in accordance with the Mining ActCSE, and will not have received any notice that such consent has not been, or will not be, grantedhaving been delisted from the TSXV; (f) the Support Agreements will have been duly executed by the Vendor this Agreement and the Supporting ShareholdersTransaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to the Purchaser; (g) there all of the outstanding Target Shares will not be exchanged for Consideration Shares in accordance with the terms hereof; (h) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Transaction, and no action or Proceeding having been instituted or be pending before any court or threatened administrative tribunal to restrain or prohibit the Transaction; (i) no claim having been asserted or made that any suitPerson (other than the Purchaser or the Target Vendor) is the holder or the beneficial owner of, action or proceeding by has the right to acquire or to obtain beneficial ownership of, any of the Target Shares, or any other voting, equity, or ownership interest in, either of the Targets, or (other than the Target Vendor) is entitled to all or any portion of the Consideration Shares; (j) all consents, renunciations, authorizations or approvals of each applicable Governmental EntityBody and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing in order to give effect to: (i) the purchase of the Target Shares and the Transaction; (ii) all other transactions related to the foregoing, including any approval of the TSXV, the CSE or the holders of the Purchaser Shares (if applicable), having been obtained to the Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (k) each case of the Targets, and the Target Vendor, having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that has a reasonable likelihood the Target Shares will be transferred to the Purchaser free and clear of successany Encumbrances, adverse claim, right or interest; (l) an exemption from the registration and prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Shares to the Target Vendor; (m) the Purchaser Board and the holders of the Purchaser Shares, if applicable, having approved the entry into, and the Closing, of this Agreement and the Transaction, including the issuance of the Consideration Shares; (n) the Purchaser having received from each of the Targets, and the Target Vendor, the following Transaction Documents: (i) seeking to restrain or prohibit the consummation copies of resolutions of the TransactionTarget Board, approving: the entry into, and the Closing of, this Agreement and the transactions contemplated hereby, the transfer of the Target Shares to the Purchaser, the registration of the Target Shares in the name of the Purchaser, the issue of certificates representing the Target Shares registered in the name of the Purchaser, and all other matters contemplated by this Agreement; (ii) seeking to prohibit all such instruments of transfer or materially limit certificates, duly executed, which in the ownership or operation by opinion of the Purchaser of any material portion acting reasonably are necessary to effect and evidence the transfer of the Property; orTarget Shares to the Purchaser, free and clear of all Liens; (iii) seeking to impose limitations on the ability a copy of the Purchaser to acquire or hold or exercise full rights central securities register of ownership each of the Property. The Targets evidencing the Purchaser may not rely on as the failure to satisfy any sole registered owner of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if Target Securities, and (iv) the condition precedent would corporate minute books and all other books and records of each of the Targets; and (o) neither of the Targets shall have been satisfied but for a material default by any Liabilities immediately prior to the Purchaser in complying with its obligations hereunderClosing.