to the effect of the reverse split
of Shares.
•
Name Change. At the time of the Acquisition, Survivor shall
change its name to International Fight League, Inc.
2.
CONDITIONS TO CLOSING. THE CLOSING OF THE ACQUISITION WILL BE
SUBJECT TO THE FOLLOWING CONDITIONS, WHICH ARE EXPECTED TO INCLUDE, BUT NOT TO
BE LIMITED TO, (A) COMPLETION OF SATISFACTORY DOCUMENTATION, (B) COMPLETION OF
DUE DILIGENCE OF IFL BY PALIGENT, (C) NO MATERIAL ADVERSE CHANGE IN EITHER
PALIGENT OR IFL, (D) APPROVAL OF THE BOARD OF DIRECTORS OF PALIGENT,
(E) DELIVERY OF AUDITED FINANCIAL STATEMENTS OF IFL FOR ANY FISCAL YEARS OF
OPERATION PRIOR TO 2006 AND UNAUDITED FINANCIAL STATEMENTS THROUGH THE FISCAL
QUARTER PRECEDING THE CLOSING, (F) THE RECEIPT BY THE COMPANY OF A FAIRNESS
OPINION, AND (G) APPROVAL OF THE STOCKHOLDERS OF PALIGENT, TO THE EXTENT
REQUIRED.
3.
DEFINITIVE AGREEMENTS. ALL OF THE TERMS AND CONDITIONS OF THE
PROPOSED ACQUISITION SHALL BE SET FORTH IN DEFINITIVE WRITTEN AGREEMENTS AMONG
THE PARTIES CONTAINING, AMONG OTHER THINGS, AGREEMENTS, REPRESENTATIONS,
WARRANTIES, COVENANTS, AND INDEMNITIES, APPROPRIATE CONDITIONS TO CLOSING ON THE
PART OF BOTH PARTIES AS SET FORTH ABOVE AND APPROPRIATE CONTRACTUAL PROVISIONS
CUSTOMARILY FOUND IN AGREEMENTS OF SUCH TYPE OR AS OTHERWISE APPROPRIATE. THE
PARTIES SHALL SIMULTANEOUSLY (I) COMMENCE NEGOTIATION AND PREPARATION OF
DEFINITIVE AGREEMENTS EMBODYING THE FOREGOING AND SUCH OTHER MATTERS AS THE
PARTIES DEEM APPROPRIATE AND (II) COMMENCE THEIR DUE DILIGENCE REVIEWS SO THAT
THE PARTIES CAN SIMULTANEOUSLY SIGN SUCH DEFINITIVE AGREEMENTS CONTEMPLATED BY
THIS LETTER AGREEMENT WITHIN SIXTY (60) DAYS OF THE DATE HEREOF;
2
PROVIDED, HOWEVER, TO THE EXTENT THAT THE PARTIES ARE DILIGENTLY CONDUCTING DUE
DILIGENCE AND NEGOTIATING DEFINITIVE AGREEMENTS SUCH SIXTY (60) DAYS SHALL BE
EXTENDED FOR SUCH PERIOD AS AGREED TO BY THE PARTIES.
4.
DUE DILIGENCE; CONFIDENTIALITY. IT IS AGREED THAT THE
CONSUMMATION OF THE ACQUISITION SHALL IN ALL RESPECTS BE SUBJECT TO THE
COMPLETION OF A SATISFACTORY DUE DILIGENCE REVIEW BY PALIGENT. IT IS FURTHER
AGREED THAT, EXCEPT AS REQUIRED BY LAW OR APPLICABLE RULE OR REGULATION, NEITHER
PALIGENT NOR IFL, WITHOUT THE CONSENT OF THE OTHER, SHALL (I) DIVULGE, DIRECTLY
OR INDIRECTLY, TO ANY PERSON (OTHER THAN TO ITS RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, REPRESENTATIVES OR AGENTS) ANY NON-PUBLIC INFORMATION REGARDING THE
OTHER COMPANY'S BUSINESS, ASSETS OR OPERATIONS, OR (II) USE SUCH NON-PUBLIC
INFORMATION FOR ANY PURPOSE OTHER THAN EVALUATING THE PROPOSED ACQUISITION AND
NEGOTIATING DEFINITIVE AGREEMENTS.
5.
ACCESS. EACH PARTY SHALL BE GIVEN ACCESS BY THE OTHER PARTY TO
ALL INFORMATION, DOCUMENTATION, AND PERSONNEL IT REASONABLY REQUIRES FOR THE
CARRYING OUT OF ITS DUE DILIGENCE EFFORT. IN CONNECTION THEREWITH, IT IS
UNDERSTOOD THAT, PENDING THE EXECUTION OF DEFINITIVE AGREEMENT, THAT EACH
COMPANY AND THEIR DIRECTORS, OFFICERS, AGENTS, ATTORNEYS, ACCOUNTANTS AND OTHER
REPRESENTATIVES (UPON REASONABLE PRIOR NOTICE AND DURING NORMAL BUSINESS HOURS)
SHALL HAVE FULL ACCESS TO THE EMPLOYEES AND FINANCIAL, LEGAL AND OTHER
REPRESENTATIVES OF THE OTHER COMPANY WITH KNOWLEDGE OF THE COMPANY'S BUSINESS
AND OPERATIONS (WHICH PERSONS WILL BE INSTRUCTED BY MANAGEMENT TO MAKE FULL AND
CANDID DISCLOSURE OF ALL