EQUITY EXCHANGE AGREEMENT


 


by and among


 


STERLING CONSOLIDATED CORP.,


a Nevada Corporation,


 


ADDR PROPERTIES, LLC,


a New Jersey Limited Liability Company,


 


INTEGRITY CARGO FREIGHT CORPORATION,


a New Jersey Corporation,


 


Q5 VENTURES, LLC,


a New Jersey Limited Liability Company,


 


STERLING SEAL & SUPPLY, INC., 


a New Jersey Corporation,


 


and


 


The Equity
Holders of


ADDR PROPERTIES, LLC,


INTEGRITY CARGO FREIGHT CORPORATION,



Q5
VENTURES, LLC, and


STERLING SEAL & SUPPLY, INC.


 


Dated as of June 20, 2012


 



    	 



    	 



    

 


EQUITY EXCHANGE AGREEMENT


 


THIS EQUITY EXCHANGE
AGREEMENT (the “Agreement”), is made and entered into this 20th day of June, 2012 (the “Closing
Date”), by and among STERLING CONSOLIDATED CORP., a Nevada corporation (“Sterling Consolidated”), ADDR PROPERTIES,
LLC, a New Jersey Limited Liability Company (“ADDR”), INTEGRITY CARGO FREIGHT CORPORATION, a New Jersey Corporation
(“Integrity”), Q5 VENTURES, LLC, a Florida limited liability company (“Q5”), STERLING SEAL & SUPPLY,
INC., a New Jersey Corporation (“Sterling Seal”), and the Equity Holders of ADDR, INTEGRITY, Q5, and STERLING SEAL.


 


Premises


 


A.           This
Agreement provides for the acquisition of ADDR, Integrity, Q5, and Sterling Seal (the “Future Subsidiaries”) by Sterling
Consolidated, whereby the Future Subsidiaries become wholly owned subsidiaries of Sterling Consolidated and in connection therewith,
the issuance of shares of common stock, par value $0.001 per share, of Sterling Consolidated (the “SC Shares”) to the
equity holders of the Future Subsidiaries in the manner and quantity described herein, as well as the appointment of Angelo DeRosa
and Darren DeRosa as the sole officers of Sterling Consolidated.


 


B.           The
board of directors of Sterling Consolidated (the “Sterling Consolidated Board”), the members of ADDR (the “ADDR
Members”), the board of directors of Integrity (the “Integrity Board”), the members of Q5 (the “Q5 Members”),
and the board of directors of Sterling Seal (the “Sterling Seal Board”) have each determined, subject to the terms
and conditions set forth in this Agreement, that the transaction contemplated hereby is desirable and in their best interests.
This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed acquisitions and
exchange of equity.


 


Agreement


 


NOW, THEREFORE,
on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual
benefits to the parties to be derived here from, it is hereby agreed as follows:


 


ARTICLE I


REPRESENTATIONS, COVENANTS AND WARRANTIES
OF 


STERLING
CONSOLIDATED


 


As an inducement to
and to obtain the reliance of the Future Subsidiaries, Sterling Consolidated represents and warrants as follows:


 


Section 1.1           Organization.
Sterling Consolidated is a corporation duly organized, and validly existing under the laws of Nevada and has the corporate power
and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public
authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted,
including qualification to do business as a foreign corporation in the jurisdiction in which the character and location of the
assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery of this Agreement
does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate
any provision of Sterling Consolidated’s articles of incorporation or bylaws. Sterling Consolidated has full power, authority
and legal right and has taken all action required by law, its articles of incorporation, its bylaws or otherwise to authorize the
execution and delivery of this Agreement.


 



    	 



    	 



    

 


Section 1.2           Capitalization
and Outstanding Equity. The authorized capitalization of Sterling Consolidated consists of 200,000,000 SC Shares, and 10,000,000
shares blank check preferred, par value $0.001 per share (the “SC Blank Check Shares”). As of the Closing Date, Sterling
Consolidated had not issued any SC Blank Check Shares, and has 2,880,000 issued and outstanding SC Shares. The full list of holders
of SC Shares and their respective ownership is attached hereto as Schedule A.


 


Section 1.3           Approval
of Agreement. The Sterling Consolidated Board has authorized the execution and delivery of the Agreement and has approved the
transactions contemplated hereby.


 


Section 1.4           No
Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to which Sterling Consolidated is a party or to which
any of its properties or operations are subject.


 


Section 1.5           Information.
The information concerning Sterling Consolidated as set forth in this Agreement is complete and accurate in all material respects
and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made,
in light of the circumstances under which they were made, not misleading.


 


ARTICLE II


REPRESENTATIONS, COVENANTS AND WARRANTIES


OF ADDR 


 


As an inducement to,
and to obtain the reliance of Sterling Consolidated, ADDR represents and warrants as follows:


 


Section 2.1           Organization.
ADDR is a limited liability company duly organized, validly existing and in good standing under the laws of New Jersey and has
the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances
and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects
as it is now being conducted, including qualification to do business as a foreign entity in the country or states in which the
character and location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution
and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with
the terms hereof will not, violate any provision of ADDR's operating agreement or other governing documents. ADDR has full power,
authority and legal right and has taken all action required by law, its operating agreement and other governing documents, or otherwise
to authorize the execution and delivery of this Agreement.


 


Section 2.2           No
Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to which ADDR is a party or to which any of its properties
or operations are subject.


 


Section 2.3           Approval
of Agreement. The ADDR Members have authorized the execution and delivery of the Agreement and have approved the transactions
contemplated hereby.


 



    	2



    	 



    

 


Section 2.4           Information.
The information concerning ADDR as set forth in this Agreement is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading.


 


ARTICLE III


REPRESENTATIONS, COVENANTS AND WARRANTIES
OF THE


ADDR
MeMBERS


 


As an inducement to,
and to obtain the reliance of Sterling Consolidated, the ADDR Members represent and warrant as follows:


 


Section 3.1           Lawful
Owner. Each ADDR Member is the lawful owner of his or her membership interest in ADDR (the “ADDR
Membership Interest”) and has the power to transfer and deliver the ADDR Membership Interest in accordance with the terms
of this Agreement. The delivery of documentation evidencing the transfer of the ADDR Membership Interests pursuant to the provisions
of this Agreement will transfer to Sterling good and marketable title thereto, free and clear of all liens, encumbrances, restrictions
and claims of any kind.


 


Section 3.2           ADDR
Members and Respective Interests. The ADDR Members include (1) Angelo DeRosa (“Angelo”), who holds a 50% ADDR Membership
Interest; (2) Darleen DeRosa (“Darleen”), who holds a 25% ADDR Membership Interest; and (3) Darren DeRosa (“Darren”),
who holds a 25% ADDR Membership Interest. Angelo, Darleen, and Darren are the only ADDR Members.


 


Section 3.3           No
Encumbrances.  The ADDR Members have not encumbered or mortgaged any right or interest in
their ADDR Membership Interests.


 


ARTICLE IV


REPRESENTATIONS, COVENANTS AND WARRANTIES


OF INTEGRITY 


 


As an inducement to,
and to obtain the reliance of Sterling Consolidated, Integrity represents and warrants as follows:


 


Section 4.1           Organization.
Integrity is a corporation duly organized, validly existing and in good standing under the laws of New Jersey and has the corporate
power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders
of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now
being conducted, including qualification to do business as a foreign entity in the country or states in which the character and
location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery
of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms
hereof will not, violate any provision of Integrity’s certificate of incorporation or bylaws. Integrity has full power, authority
and legal right and has taken all action required by law, its certificate of incorporation and bylaws, or otherwise to authorize
the execution and delivery of this Agreement.


 


Section 4.2           Capitalization
and Outstanding Equity. The authorized capitalization of Integrity consists of 100 shares of Integrity common stock, no par
value per share (the “Integrity Shares”). All of the Integrity Shares have been issued and are outstanding, pursuant
to Section 5.2 of this Agreement below.


 



    	3



    	 



    

 


Section 4.3           No
Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to which Integrity is a party or to which any of its
properties or operations are subject.


 


Section 4.4           Approval
of Agreement. The Integrity Board has authorized the execution and delivery of the Agreement and has approved the transactions
contemplated hereby.


 


Section 4.5           Information.
The information concerning Integrity as set forth in this Agreement is complete and accurate in all material respects and does
not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light
of the circumstances under which they were made, not misleading.


 


ARTICLE V


REPRESENTATIONS, COVENANTS AND WARRANTIES
OF THE


INTEGRITY
SHAREHOLDERS


 


As an inducement to,
and to obtain the reliance of Sterling Consolidated, the holders of Integrity Shares (the “Integrity Shareholders”)
represent and warrant as follows:


 


Section 5.1           Lawful
Owner. Each Integrity Shareholder is the lawful owner of his or her Integrity Shares and has the
power to transfer and deliver the Integrity Shares in accordance with the terms of this Agreement. The delivery of documentation
evidencing the transfer of the Integrity Shares pursuant to the provisions of this Agreement will transfer to Sterling Consolidated
good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.


 


Section 5.2           Integrity
Shareholders and Respective Interests. The Integrity Shareholders include (1) Angelo and (2) Darren, who each owns 50 Integrity
Shares, and thereby each has a 50% equity interest in Integrity. Angelo and Darren are the only Integrity Shareholders.


 


Section 5.3           No
Encumbrances.  The Integrity Shareholders have not encumbered or mortgaged any right or interest
in their Integrity Shares.


 


ARTICLE VI


REPRESENTATIONS, COVENANTS AND WARRANTIES


OF Q5 


 


As an inducement to,
and to obtain the reliance of Sterling Consolidated, Q5 represents and warrants as follows:


 


Section 6.1           Organization.
Q5 is a limited liability company duly organized, validly existing and in good standing under the laws of Florida and has the corporate
power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders
of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now
being conducted, including qualification to do business as a foreign entity in the country or states in which the character and
location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery
of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms
hereof will not, violate any provision of Q5's operating agreement or other governing documents. Q5 has full power, authority and
legal right and has taken all action required by law, its operating agreement and other governing documents, or otherwise to authorize
the execution and delivery of this Agreement.


 



    	4



    	 



    

 


Section 6.2           No
Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to which Q5 is a party or to which any of its properties
or operations are subject.


 


Section 6.3           Approval
of Agreement. The Q5 Members have authorized the execution and delivery of the Agreement and have approved the transactions
contemplated hereby.


 


Section 6.4           Information.
The information concerning Q5 as set forth in this Agreement is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading.


 


ARTICLE VII


REPRESENTATIONS, COVENANTS AND WARRANTIES
OF THE 


Q5
MeMBERS


 


As an inducement to,
and to obtain the reliance of Sterling Consolidated, the Q5 Members represent and warrant as follows:


 


Section 7.1           Lawful
Owner. Each Q5 Member is the lawful owner of his or her membership interest in Q5 (the “Q5
Membership Interest”) and has the power to transfer and deliver the Membership Interest in accordance with the terms of this
Agreement. The delivery of documentation evidencing the transfer of the Membership Interests pursuant to the provisions of this
Agreement will transfer to Sterling Consolidated good and marketable title thereto, free and clear of all liens, encumbrances,
restrictions and claims of any kind.


 


Section 7.2           Q5
Members and Respective Interests. The Q5 Members include (1) Kaveeta DeRosa (“Kaveeta”), and (2) Darren, who each
hold a 50% Q5 Membership Interest. Kaveeta and Darren are the only Q5 Members.


 


Section 7.3           No
Encumbrances. Q5 Members have not encumbered or mortgaged any right or interest in their Membership
Interests.


 






    	5



    	 



    

  


ARTICLE VIII


REPRESENTATIONS, COVENANTS AND WARRANTIES


OF STERLING SEAL 


 


As an inducement to,
and to obtain the reliance of Sterling Consolidated, Sterling Seal represents and warrants as follows:


 





Section 8.1           Organization.
Sterling Seal is a corporation duly organized, validly existing and in good standing under the laws of New Jersey and has the corporate
power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders
of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now
being conducted, including qualification to do business as a foreign entity in the country or states in which the character and
location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery
of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms
hereof will not, violate any provision of Sterling Seal’s certificate of incorporation or bylaws. Sterling Seal has full
power, authority and legal right and has taken all action required by law, its certificate of incorporation and bylaws, or otherwise
to authorize the execution and delivery of this Agreement.


 


Section 8.2           Capitalization
and Issued and Outstanding Equity. The authorized capitalization of Sterling Seal consists of 100,000,000 shares of common
stock, $0.001 par value per share (the “Sterling Seal Shares”) and 10,000,000 shares of preferred stock, no par value
per share (the “Sterling Seal Preferred Shares”). Sterling Seal currently has 30,797,373 Sterling Seal Shares issued
and outstanding, pursuant to Section 9.2 of the Agreement below, and does not have any Sterling Seal Preferred Shares issued or
outstanding.


 


Section 8.3           No
Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to which Sterling Seal is a party or to which any of
its properties or operations are subject.


 


Section 8.4           2012
Private Placement. In 2012, Sterling Seal sold 797,373 Sterling Seal Shares (the “SS Private Placement Shares”)
to 36 investors (the “SS Private Placement Shareholders”), in a private placement (the “SS Private Placement”),
pursuant to a private placement memorandum dated January 19, 2012 (the “Sterling Supply PPM”). The SS Private Placement
Shares were issued pursuant to the exemption from the registration requirements of the United States Securities Act of 1933, as
amended (the “Securities Act”), provided by Regulation D Rule 506 of the Securities Act. The SS Private Placement Shares
were offered at $0.30 per share to persons who qualify as “accredited investors,” as that
term is defined under the Securities Act, and a limited number of sophisticated investors who meet certain suitability standards
described in the Sterling Supply PPM.


 


Section 8.4           Approval
of Agreement. The Sterling Seal Board has authorized the execution and delivery of the Agreement and has approved the transactions
contemplated hereby.


 


Section 8.5           Information.
The information concerning Sterling Seal as set forth in this Agreement is complete and accurate in all material respects and does
not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light
of the circumstances under which they were made, not misleading.


 


ARTICLE IX


REPRESENTATIONS, COVENANTS AND WARRANTIES
OF THE


STERLING
SEAL SHAREHOLDERS


 


As an inducement to,
and to obtain the reliance of Sterling Consolidated, the holders of Sterling Seal Shares (the “Sterling Seal Shareholders”)
represent and warrant as follows:


 


Section 9.1           Lawful
Owner. Each Sterling Seal Shareholder is the lawful owner of his or her Sterling Seal Shares and
has the power to transfer and deliver the Sterling Seal Shares in accordance with the terms of this Agreement. The delivery of
documentation evidencing the transfer of the Sterling Seal Shares pursuant to the provisions of this Agreement will transfer to
Sterling Consolidated good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of
any kind.


 



    	6



    	 



    

 


Section 9.2           Sterling
Seal Shareholders and Respective Interests. The Sterling Seal Shareholders include (1) Angelo, who owns 15,000,000 Sterling
Seal Shares, (2) Darren, who owns 15,000,000 Sterling Seal Shares, and (3) 36 SS Private Placement Shareholders, who own an aggregate
of 797,373 Sterling Seal Shares. The full list of SS Private Placement Shareholders and their respective ownership of Sterling
Seal Shares is attached hereto as Schedule B.


 


Section 9.3           Additional
Representations of the SS Private Placement Shareholders. Each of the SS Private Placement Shareholders completed the “Confidential
Prospective Purchaser Questionnaire” in the Sterling Supply PPM fully and honestly and delivered such document to Sterling
Supply with the payment for his or her SS Private Placement Shares. Each of the SS Private Placement Shareholders is either qualified
as “accredited investors,” as that term is defined under the Securities Act, or as a sophisticated investors who meet
certain suitability standards described in the Sterling Supply PPM.


 


Section 9.4           No
Encumbrances.  The Sterling Seal Shareholders have not encumbered or mortgaged any right
or interest in their Sterling Seal Shares.


 


ARTICLE X


EXCHANGE PROCEDURE, RESIGNATION AND APPOINTMENT
OF STERLING CONSOLIDATED OFFICERS, AND OTHER CONSIDERATION


 


Section 10.1        Delivery
of Securities to Sterling Consolidated. On the Closing Date, the ADDR Members, the Integrity Shareholders, the Q5 Members,
and the Sterling Seal Shareholders (together, the “Future Subsidiary Equityholders”) shall deliver certificates or
other documents evidencing their respective equity interests (which include the ADDR Membership Interests, the Integrity Shares,
the Q5 Membership Interests, and the Sterling Seal Shares, which together are the “Future Subsidiary Equity Interests”),
duly endorsed in blank or with executed power attached thereto in transferable, and transfer such interests to Sterling Consolidated,
so that the Future Subsidiaries shall become wholly-owned subsidiaries of Sterling Consolidated.


 


Section 10.2        Issuance/Delivery
of the SS Shares. In exchange for Sterling Consolidated acquiring the Future Subsidiary Equity Interests pursuant to Section
10.1, Sterling Consolidated shall issue and deliver a total of 33,817,040 SC Shares to the Future Subsidiary Equityholders as follows:


 


		(A)	1,080,000 SC Shares to the ADDR Members, of which:



		i.	540,000 SC Shares go to Angelo,



		ii.	270,000 SC Shares go to Darleen, and



		iii.	270,000 SC Shares go to Darren;



		(B)	1,500,000 SC Shares to the Integrity Shareholders, of which:



		i.	750,000 SC Shares go to Angelo, and



		ii.	750,000 SC Shares go to Darren;



		(C)	540,000 SC Shares to the Q5 Members, of which:



		i.	270,000 SC Shares go to Kaveeta, and



		ii.	270,000 SC Shares go to Darren; and



		(D)	30,797,373 SC Shares to the Sterling Seal Shareholders,
of which:



		i.	15,000,000 SC Shares go to Angelo,



		ii.	15,000,000 SC Shares go to Darren, and



 



    	7



    	 



    

 


		iii.	797,373 SC Shares go to the SS
Private Placement Shareholders, with one SC Share for each Sterling Seal Share that such SS Private Placement Shareholder purchased
in the SS Private Placement, pursuant to Schedule B attached hereto.



 


Section 10.3        Resignation
of Sterling Consolidated Officers. In connection with this Agreement and the transactions contemplated herein, the Sterling
Consolidated Board shall accept the resignation of the executive officers of Sterling Consolidated (the “Old Officers”),
which include Scott R. Chichester and Lawrence Adams. The acceptance of such resignations shall not occur until immediately after
the closing of this Agreement.


 


Section 10.4       Appointment
of Sterling Consolidated Officers. Simultaneous with the acceptance of the resignation of the Old Officers pursuant to Section
10.3, the Sterling Board shall appoint Angelo Derosa and Darren Derosa as the sole officers of Sterling Consolidated to fill the
officer vacancies.


 


Section 10.5         Events
Prior to Closing. Upon execution hereof or as soon thereafter as practical, management of Sterling Consolidated and the Future
Subsidiaries shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates,
opinions, financial statements, schedules, agreements, resolutions rulings or other instruments required by this Agreement to be
so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel
in order to effectuate or evidence the transactions contemplated hereby.


 


ARTICLE XI


SPECIAL COVENANTS


 


Section 11.1         Availability
of Rule 144. Sterling Consolidated and the Sterling Consolidated shareholders holding “restricted securities”,
as that term is defined in Rule 144 of the 1933 Securities Act will remain as “restricted securities” after the Closing
Date. Sterling Consolidated is under no obligation to register such shares under the Securities Act, or otherwise. The shareholders
of Sterling Consolidated holding restricted securities of Sterling Consolidated as of the date of this Agreement and their respective
heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions
set forth herein. The covenants set forth in this Section 11.1 shall survive the Closing Date.


 


Section 11.2        Special
Covenants and Representations Regarding the SC Shares to be issued in the Exchange. The consummation of this Agreement, including
the issuance of the SC Shares to the Future Subsidiary Equityholders as contemplated hereby, constitutes the offer and sale of
securities under the Securities Act, and applicable state statutes. Such transaction shall be consummated in reliance on exemptions
from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under
which the Future Subsidiary Equityholders acquire such securities.


 


ARTICLE XI


MISCELLANEOUS


 


Section 12.1        Brokers
and Finders. Each party hereto hereby represents and warrants that it is under no obligation, express or implied, to pay certain
finders in connection with the bringing of the parties together in the negotiation, execution, or consummation of this Agreement.


 



    	8



    	 



    

 


Section 12.2         Law,
Forum and Jurisdiction. This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada,
United States of America.


 


Section 12.3         Notices.
Any notices or other communications required or permitted hereunder after the Closing Date shall be sufficiently given if personally
delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram addressed as follows:


 


	 	If to Sterling	Sterling Consolidated Corp.
	 	Consolidated:	1105 Green Grove Road
	 	 	Neptune, New Jersey 07753
	 	 	Attn: Darren DeRosa, Chief Executive Officer
	 	 	 
	 	If to ADDR:	ADDR Properties, LLC
	 	 	1105 Green Grove Road
	 	 	Neptune, New Jersey 07753
	 	 	Attn: Angelo DeRosa, Chairman
	 	 	 
	 	If to Integrity:	Integrity Cargo Freight Corporation
	 	 	1105 Green Grove Road
	 	 	Neptune, New Jersey 07753
	 	 	Attn: Angelo DeRosa, Chairman
	 	 	 
	 	If to Q5	Q5 Ventures, LLC
	 	 	1105 Green Grove Road
	 	 	Neptune, New Jersey 07753
	 	 	Attn: Kaveeta DeRosa, Managing Member
	 	 	 
	 	If to Sterling Seal	Sterling Seal & Supply, Inc.
	 	 	1105 Green Grove Road
	 	 	Neptune, New Jersey 07753
	 	 	Attn: Darren DeRosa, Chief Executive Officer
	 	 	 
	 	With a copy to (which shall not constitute notice):
	 	 	Anslow & Jaclin, LLP
	 	 	195 Route 9 South, Suite 204
	 	 	Manalapan, NJ 07728
	 	 	Telephone: (732) 409-1212
	 	 	Facsimile: (732) 577-1188
	 	 	Attn: Gregg E. Jaclin, Esq.


 


or such other addresses as shall be furnished
in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have
been given as of the date so delivered, mailed or telegraphed.


 


Section 12.4         Entire
Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter hereof. This Agreement
alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. There are no other courses
of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein. This Agreement
may not be amended or modified, except by a written agreement signed by all parties hereto.


 



    	9



    	 



    

 


Section 12.5        Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together
shall be but a single instrument.


 


Section 12.6        Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether
conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance
of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter
occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties
hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time
for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.


 


Section 12.7        Expenses.
Each party herein shall bear all of their respective costs and expenses incurred in connection with the negotiation of this Agreement
and in the consummation of the transactions provided for herein and the preparation thereof.


 


Section 12.8         Headings;
Context. The headings of the sections and paragraphs contained in this Agreement are for convenience of reference only and
do not form a part hereof and in no way modify, interpret or construe the meaning of this Agreement.


 


Section 12.9         Benefit.
This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto, and their permitted assigns hereunder.
This Agreement shall not be assigned by any party without the prior written consent of the other party.


 


Section 12.10      Severability.
In the event that any particular provision or provisions of this Agreement or the other agreements contained herein shall for any
reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability
or violation shall not affect the remaining provisions of such agreements, which shall continue in full force and effect and be
binding upon the respective parties hereto.


 


Section 12.11      Execution
Knowing and Voluntary. In executing this Agreement, the parties severally acknowledge and represent that each: (a) has fully
read and considered this Agreement; (b) has been or has had the opportunity to be fully apprized by its attorneys of the legal
effect and meaning of this document and all terms and conditions hereof; (c) is executing this Agreement voluntarily, free from
any influence, coercion or duress of any kind.


 


Section 12.12      Conflict
of Interest. Each of the parties to this agreement (the “Parties”) understand that Anslow & Jaclin, LLP is
representing all Parties, which represents a conflict of interest. The Parties understand that they have the right to different
counsel due to this conflict of interest. Notwithstanding the above, the Parties agree to waive this conflict and have Anslow &
Jaclin, LLP represent each of them in this Agreement. The Parties agree to hold this law firm harmless from any and all liabilities
that may occur or arise due to this conflict.


 


[Remainder of Page Intentionally Left
Blank]


 



    	10



    	 



    

 


[Signature Pages to Equity Exchange Agreement
– Sterling Consolidated]


 


IN WITNESS WHEREOF,
the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized,
and entered into as of the date first above written.


 


	 	STERLING CONSOLIDATED CORP.
	 	 
	 	By:	 
	 	Name:	Scott R. Chichester
	 	Title:	President


 



    	11



    	 



    

 


[Signature Pages to Equity Exchange Agreement
– ADDR]


 


	 	ADDR PROPERTIES, LLC
	 	 
	 	By:	 
	 	Name:	Angelo DeRosa
	 	Title:	Managing Member
	 	 	 
	 	MEMBERS OF ADDR PROPERTIES, LLC
	 	 
	 	By:	 
	 	Name:	Darren DeRosa
	 	Title:	Member
	 	 	 
	 	By:	 
	 	Name:	Angelo DeRosa
	 	Title:	Member
	 	 	 
	 	By:	 
	 	Name:	Darleen DeRosa
	 	Title:	Member


 



    	12



    	 



    

 


[Signature Pages to Equity Exchange Agreement
– Integrity]


 


	 	INTEGRITY CARGO FREIGHT CORPORATION
	 	 
	 	By:	 
	 	Name:	Darren DeRosa
	 	Title:	President
	 	 	 
	 	SHAREHOLDERS OF INTEGRITY CARGO FREIGHT CORPORATION
	 	 
	 	By:	 
	 	Name:	Angelo DeRosa
	 	Title:	Shareholder
	 	 	 
	 	By:	 
	 	Name:	Darren DeRosa
	 	Title:	Shareholder


 



    	13



    	 



    

 


[Signature Pages to Equity Exchange Agreement
– Q5]


 


	 	Q5 VENTURES, LLC
	 	 
	 	By:	 
	 	Name:	Darren DeRosa
	 	Title:	Managing Member
	 	 	 
	 	MEMBERS OF Q5 VENTURES, LLC
	 	 
	 	By:	 
	 	Name:	Kaveeta DeRosa
	 	Title:	Member
	 	 	 
	 	By:	 
	 	Name:	Darren DeRosa
	 	Title:	Member


 



    	14



    	 



    

 


[Signature Pages to Equity Exchange Agreement
– Sterling Seal – page 1]


 


	 	STERLING SEAL & SUPPLY, INC.
	 	 
	 	By:	 
	 	Name:	Darren DeRosa
	 	Title:	Chief Executive Officer
	 	 	 
	SHAREHOLDERS OF STERLING SEAL & SUPPLY, INC.
	 
	By:	 	By:	 
	Name:	Angelo DeRosa	Name:	Darren DeRosa
	Title:	Shareholder	Title:	Shareholder
	 
	Sterling Seal & Supply, Inc. Private Placement Shareholders
	 
	By:	 	By:	 
	Name:	Ali Daneshmand	Name:	Angelo C. Porta
	Title:	Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Anna Khorosheva	Name:	Sally H. Chichester
	Title:	Shareholder	Title:	President, Chichester Associates, Inc., Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Chris Hussar	Name:	Desiree Muzzicato
	Title:	Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Eugenia Fishbein	Name:	Frank Strain
	Title:	Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Fred Zink	Name:	Gary Leysock
	Title:	Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Gregory Schmitt	Name:	Hannah Steinberg
	Title:	Shareholder	Title:	Shareholder


 



    	15



    	 



    

 


[Signature Pages to Equity Exchange Agreement
– Sterling Seal – page 2]


 


	By:	 	By:	 
	Name:	Joe and Mary Orlando	Name:	John Magoulis
	Title:	Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	John Padian	Name:	John Scoscia
	Title:	Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	John Velisaris	Name:	John Williamson
	Title:	Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Joseph Coccia	Name:	Laura Frye
	Title:	Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Linda Ann Trufolo	Name:	Louis Welfare
	Title:	Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Lynne and Keith Davis	Name:	Michael Angeloni
	Title:	Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Mike Mrotzek	Name:	George Halages
	Title:	Shareholder	Title:	President, Maranz Inc., Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Glen Jaffe	Name:	Rebecca Steinberg
	Title:	Owner, Next Generation TS FBO Glenn Jaffe IRA 1343, Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Remy Fishbein	Name:	Robert and Inga Bliss
	Title:	Shareholder	Title:	Shareholder


 



    	16



    	 



    
 


[Signature Pages to Equity Exchange Agreement
– Sterling Seal – page 3]


  


	By:	 	By:	 
	Name:	Robert Wallace	Name:	Sally Chichester
	Title:	Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Sean Davis	Name:	Tim Walsh
	Title:	Shareholder	Title:	Shareholder
	 	 	 	 
	By:	 	By:	 
	Name:	Timothy Davis	Name:	Troy Nowakowski
	Title:	Shareholder	Title:	Shareholder


 



    	17



    	 



    

 


Schedule A 


 


Sterling Consolidated Corp. Shareholders


 


	Name of Shareholder	 	Number of Shares
	 	 	 	 
	Bennett Weber	 	50,000	 
	Dr. Dominick Lembo	 	30,000	 
	Elaine Friedman	 	44,000	 
	Erik H. Langeland	 	25,000	 
	Ernest Rossi	 	5,000	 
	Frederick Kiechel III	 	25,000	 
	Frederick Kiechel IV	 	5,000	 
	Gina Skurchak-Rossi	 	5,000	 
	Chichester Associates, Inc.	 	288,000	 
	K. Lee Kiechel Coles	 	5,000	 
	Lawrence Adams	 	1,293,500	 
	Loretta Harrison	 	10,000	 
	Maria Brown	 	10,000	 
	Michael Selearis 	 	15,000	 
	Rafael Veloz	 	5,000	 
	Sara Fleischman-Stuven	 	5,000	 
	Scott Chichester	 	1,027,000	 
	Vivian Kiechel	 	25,000	 
	Wendy Straker-Elie	 	7,500	 


 



    	 



    	 



    

 


Schedule B


 


Sterling Seal Private Placement Shareholders


 


	Name of Investor	 	Number of Shares
	 	 	 	 
	Ali Daneshmand	 	100,000	 
	Angelo C Porta	 	21,040	 
	Anna Khorosheva	 	333	 
	Chichester Associates, Inc.	 	333	 
	Chris Hussar	 	10,000	 
	Desiree Muzzicato	 	3,337	 
	Eugenia Fishbein	 	333	 
	Frank Strain	 	1,000	 
	Fred Zink	 	35,000	 
	Gary Lesock	 	333	 
	Gregory Schmitt	 	1,000	 
	Hannah Steinberg	 	1,667	 
	Joe and Mary Orlando	 	56,666	 
	John Magoulis	 	333	 
	John Padian	 	333	 
	John Scoscia	 	1,000	 
	John Velisaris	 	10,000	 
	John Williamson	 	333	 
	Joseph Coccia	 	333	 
	Laura Frye	 	1,000	 
	Linda Ann Trufolo	 	33,333	 
	Lou Welfare	 	667	 
	Lynne and Keith Davis	 	116,667	 
	Michael Angeloni	 	333	 
	Mike Mrotzek	 	16,667	 
	Maranz Inc.	 	175,000	 
	Next Generation TS FBO Glenn Jaffe IRA 1343	 	20,000	 
	Rebecca Steinberg	 	1,667	 
	Remy Fishbein	 	333	 
	Robert and Inga Bliss	 	34,000	 
	Robert Wallace	 	33,333	 
	Rose Astorino 	 	333	 
	Sally Chichester	 	333	 
	Sean Davis	 	1,667	 
	Sheng-Chi and LiSheng T. Wu 	 	100,000	 
	Tim Walsh	 	16,666	 
	Timothy Davis	 	1,667	 
	Troy Nowakowski	 	333