Exhibit 10.1

                            SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made effective as of the 22nd day of June, 2012

AMONG:
         VERIFY SMART CORP. a Nevada corporation,  with its principal offices at
         564 Wedge Lane, Fernley, Nevada 89408

         ("VERIFY")

AND:
         UKABOBS LLC DBA IMOBILE  INTERACTIVE,  a New Jersey  Limited  Liability
         Company , with its  principal  offices at 16 South Avenue  West,  Suite
         168, Cranford, New Jersey 07016

         ("UKABOBS")

AND:
         THE  UNDERSIGNED  SELLING  MEMBERS OF  UKABOBS AS LISTED ON  SCHEDULE 1
         ATTACHED HERETO

         (the "SELLING MEMBERS")

WHEREAS:

A.   The Selling  Members/  are the legal and  beneficial  owners of 100% of all
     membership interests in and to Ukabobs (the "UKABOBS MEMBERSHIP INTEREST");

B.   Verify has agreed to pay the  Purchase  Price,  as defined  herein,  and to
     issue  8,800,000  common shares in the capital stock of Verify (the "VERIFY
     SHARES") as of the Closing Date, as defined herein,  to the Selling Members
     as  consideration  for the  purchase  by Verify of the  Ukabobs  Membership
     Interest held by the Selling Members; and

C.   Upon the terms and subject to the conditions  set forth in this  Agreement,
     the Selling Members have agreed to sell the Ukabobs Membership  Interest to
     Verify in exchange  for  issuance  of the Verify  Shares and payment of the
     Purchase Price and the Royalty, as defined herein.

THEREFORE,  in  consideration  of the mutual  covenants  and  agreements  herein
contained and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged), the parties covenant and agree as follows:

1. DEFINITIONS

1.1. Definitions.  The following terms have the following  meanings,  unless the
     context indicates otherwise:

     (a)  "Agreement" shall mean this Agreement, and all the exhibits, schedules
          and other documents attached to or referred to in this Agreement,  and
          all amendments and supplements, if any, to this Agreement;
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     (b)  "Closing" shall mean the completion of the Transaction,  in accordance
          with  Section  7  hereof,  at which  the  Closing  Documents  shall be
          exchanged  by the parties,  except for those  documents or other items
          specifically required to be exchanged at a later time;

     (c)  "Closing  Date" shall mean August 31,  2012,  or such earlier or later
          date  mutually  agreed  upon by the  parties  hereto in writing and in
          accordance  with Section 11.6 following the  satisfaction or waiver by
          Verify and Ukabobs of the conditions precedent set out in Sections 5.1
          and 5.2 respectively;

     (d)  "Closing  Documents" shall mean the papers,  instruments and documents
          required to be executed and delivered at the Closing  pursuant to this
          Agreement;

     (e)  "Exchange Act" shall mean the United States Securities Exchange Act of
          1934, as amended;

     (f)  "Gross Revenue" means all  non-refundable  revenues  actually received
          from  operations  by Verify,  net of any  witholding  or other foreign
          remittance  taxes, but shall exclude revenues received from investment
          or  financing  activities  (as those terms are  defined by GAAP),  and
          shall exclude any foreign  revenues that are frozen or unremittable to
          Verify until such foreign revenues are remitted.

     (g)  "Liabilities"  shall  include  any  direct or  indirect  indebtedness,
          guaranty, endorsement, claim, loss, damage, deficiency, cost, expense,
          obligation  or  responsibility,  fixed or  unfixed,  known or unknown,
          asserted choate or inchoate,  liquidated or  unliquidated,  secured or
          unsecured;

     (h)  "Ukabobs Membership  Interest" shall mean 100% of all right, title and
          interest in and to Ukabobs,  including  but not limited to the limited
          liability company  membership  interest in Ukabobs  beneficially held,
          either directly or indirectly,  by the Selling Members,  being 100% of
          all  membership  interests in Ukabobs,  and including  all  management
          rights in and to Ukabobs;

     (i)  "Purchase Price" shall mean $300,000.

     (j)  "Verify  Shares" shall mean  8,800,000  fully paid and  non-assessable
          common shares of Verify, to be issued to the Selling Members by Verify
          on the Closing Date;

     (k)  "SEC" shall mean the Securities and Exchange Commission;

     (l)  "Securities Act" shall mean the United States  Securities Act of 1933,
          as amended;

     (m)  "Taxes" shall include international,  federal,  state,  provincial and
          local income taxes, capital gains tax,  value-added taxes,  franchise,
          personal  property  and  real  property  taxes,  levies,  assessments,
          tariffs,  duties  (including  any customs duty),  business  license or
          other fees,  sales,  use and any other taxes relating to the assets of
          the designated  party or the business of the designated  party for all
          periods  up to and  including  the  Closing  Date,  together  with any
          related charge or amount,  including  interest,  fines,  penalties and
          additions to tax, if any, arising out of tax assessments; and

     (n)  "Transaction"  shall  mean  the  purchase  of the  Ukabobs  Membership
          Interest by Verify from the Selling Members in  consideration  for the
          issuance of the Verify Shares and the payment of the Purchase Price.

1.2. Schedules.  The  following  schedules are attached to and form part of this
     Agreement:

     Schedule 1  - Selling Members
     Schedule 1A - Selling Member Execution Page
     Schedule 2  - Certificate of Non-U.S. Member
     Schedule 3  - Certificate of U.S. member (Accredited)
     Schedule 3A - Certificate of U.S. member (Non-Accredited)
     Schedule 4  - Directors and Officers of Ukabobs LLC
     Schedule 5  - Ukabobs LLC Leases,  Subleases, Claims, Capital Expenditures,
                   Taxes and Other Property Interests

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     Schedule 6  - Ukabobs LLC Intellectual Property
     Schedule 7  - Ukabobs LLC Material Contracts
     Schedule 8  - Ukabobs LLC Employment Agreements and Arrangements

1.3  Currency.  All references to currency  referred to in this Agreement are in
     United States Dollars (US$), unless expressly stated otherwise.

2. THE OFFER, PURCHASE AND SALE OF SHARES

2.1. Offer, Purchase and Sale of Shares.  Subject to the terms and conditions of
     this  Agreement,  the Selling  Members  hereby  covenant and agree to sell,
     assign and transfer to Verify,  and Verify  hereby  covenants and agrees to
     purchase from the Selling Members the Ukabobs  Membership  Interest held by
     the Selling Members.

2.2. Cash  Consideration.  As partial  consideration for the sale of the Ukabobs
     Membership  Interest by the Selling Members to Verify,  Verify shall pay to
     the Selling  Members,  in the amount set out opposite each Selling Members'
     name in  Schedule  1, on the  basis of  $3,000  for each 1% of the  Ukabobs
     Membership  Interest held by each Selling  Member.  The aggregate  Purchase
     Price shall be payable as follows:

     (a)  $100,000 within 5 business days following the Closing Date; and

     (b)  $200,000  payable  within 12 months  following the Closing  Date;  the
          whole in accordance with Schedule 1.

     Any portion of the Purchase Price that is in arrears shall bear interest at
     a variable rate equal to the prime rate  publicly  announced by the Bank of
     America from time to time as its prime rate plus one (1) percent.  Interest
     shall commence  accruing on the date that relevant  portion of the Purchase
     Price  becomes in arrears  and shall be  computed on the basis of a 365-day
     year and the actual number of days elapsed.

2.3. Share Consideration.  As partial  consideration for the sale of the Ukabobs
     Membership  Interest by the Selling  Members to Verify,  Verify shall allot
     and issue the Verify  Shares to the  Selling  Members in the amount set out
     opposite  each Selling  Members'  name in Schedule 1 on the basis of 88,000
     Verify Shares for each 1% of the Ukabobs  Membership  Interest held by each
     Selling Member.  The Selling Members  acknowledge and agree that the Verify
     Shares are being issued  pursuant to an exemption  from the  prospectus and
     registration  requirements of the Securities Act. As required by applicable
     securities law, the Selling Members agree to abide by all applicable resale
     restrictions  and  hold  periods  imposed  by  all  applicable   securities
     legislation.  All  certificates  representing  the Verify  Shares issued on
     Closing will be endorsed with one of the following  legend  pursuant to the
     Securities  Act in order to reflect the fact that the Verify Shares will be
     issued  to  the  Selling   Members   pursuant  to  an  exemption  from  the
     registration requirements of the Securities Act:

     For Selling Members not resident in the United States:

     "THE  SECURITIES  REPRESENTED  HEREBY  HAVE  BEEN  OFFERED  IN AN  OFFSHORE
     TRANSACTION  TO A  PERSON  WHO IS NOT A U.S.  PERSON  (AS  DEFINED  HEREIN)
     PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
     AMENDED (THE "1933 ACT").

     NONE OF THE SECURITIES  REPRESENTED  HEREBY HAVE BEEN REGISTERED  UNDER THE
     1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY
     NOT BE OFFERED OR SOLD,  DIRECTLY OR  INDIRECTLY,  IN THE UNITED STATES (AS
     DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS
     OF REGULATION S UNDER THE 1933 ACT,  PURSUANT TO AN EFFECTIVE  REGISTRATION

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     STATEMENT  UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE  EXEMPTION FROM,
     OR IN A TRANSACTION  NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE
     1933  ACT AND IN  EACH  CASE  ONLY  IN  ACCORDANCE  WITH  APPLICABLE  STATE
     SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
     MAY NOT BE  CONDUCTED  UNLESS  IN  COMPLIANCE  WITH THE 1933  ACT.  "UNITED
     STATES"  AND "U.S.  PERSON" ARE AS DEFINED BY  REGULATION  S UNDER THE 1933
     ACT."

     For Selling Members resident in the United States:

     "NONE OF THE SECURITIES  REPRESENTED  HEREBY HAVE BEEN REGISTERED UNDER THE
     UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),  OR ANY
     U.S. STATE SECURITIES  LAWS, AND, UNLESS SO REGISTERED,  MAY NOT BE OFFERED
     OR SOLD,  DIRECTLY OR INDIRECTLY,  IN THE UNITED STATES (AS DEFINED HEREIN)
     OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
     UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER
     THE  1933  ACT,  OR  PURSUANT  TO  AN  AVAILABLE  EXEMPTION  FROM,  OR IN A
     TRANSACTION NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE 1933 ACT
     AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE  STATE SECURITIES LAWS.
     IN ADDITION,  HEDGING  TRANSACTIONS  INVOLVING  THE  SECURITIES  MAY NOT BE
     CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
     PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."

2.4. Membership  Interest Transfer  Procedure.  Each Selling Member may transfer
     his, her or its portion of the Ukabobs Membership Interest by delivering to
     Verify a duly  executed  and  notarized  instrument  of  transfer in a form
     acceptable  to  Verify,   together  with  any  certificate  evidencing  the
     applicable portion of the Ukabobs Membership Interest,  as applicable,  and
     any  additional   documents   required  under  New  Jersey  law,  including
     appropriate   instructions  to  allow  the   registration  of  the  Ukabobs
     Membership Interest in the name of Verify, together with:

     (a)  if  the  Selling  Member  is not  resident  in the  United  States,  a
          Certificate of Non-U.S.  Shareholder (the "Regulation S Certificate"),
          a copy of which is set out in Schedule 2;

     (b)  if the Selling  Member is an  Accredited  Investor and resident in the
          United  States,  a  Certificate  of U.S.  Shareholder  (the  "Rule 506
          Certificate"), a copy of which is set out in Schedule 3; and

     (c)  if the Selling Member is a non-Accredited Investor and resident in the
          United States,  a Certificate of  Non-Accredited  Investor,  a copy of
          which is set out in Schedule 3A.

2.5. Fractional Shares.  Notwithstanding  any other provision of this Agreement,
     no certificate for fractional shares of the Verify Shares will be issued in
     the  Transaction.  In lieu of any  such  fractional  shares,  if any of the
     Selling  Members  would  otherwise  be  entitled to receive a fraction of a
     share of the Verify Shares upon surrender of certificates  representing the
     Ukabobs  Membership  Interest for exchange pursuant to this Agreement,  the
     Selling  Members will be entitled to have such  fraction  rounded up to the
     nearest  whole number of Verify Shares and will receive from Verify a stock
     certificate representing same.

2.6. Closing  Date.  The  Closing  will  take  place,  subject  to the terms and
     conditions of this Agreement, on the Closing Date.

2.7. Restricted Shares.  The Selling Members  acknowledge that the Verify Shares
     issued  pursuant to the terms and  conditions  set forth in this  Agreement
     will have such hold periods as are  required  under  applicable  securities
     laws and as a result may not be sold,  transferred  or otherwise  disposed,
     except pursuant to an effective registration statement under the Securities
     Act, or pursuant to an exemption  from, or in a transaction not subject to,
     the  registration  requirements of the Securities Act and in each case only
     in accordance with all applicable securities laws.

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3. REPRESENTATIONS AND WARRANTIES OF UKABOBS

As of the  Closing,  Ukabobs and the  Selling  Members,  jointly and  severally,
represent  and warrant to Verify,  and  acknowledge  that Verify is relying upon
such representations and warranties, in connection with the execution,  delivery
and performance of this Agreement,  notwithstanding any investigation made by or
on behalf of Verify, as follows:

3.1. Organization and Good Standing. Ukabobs is a limited liability company duly
     organized,  validly  existing  and in good  standing  under the laws of New
     Jersey and has the requisite  corporate  power and authority to own,  lease
     and to  carry on its  business  as now  being  conducted.  Ukabobs  is duly
     qualified to do business and is in good  standing as a foreign  corporation
     in each  of the  jurisdictions  in  which  Ukabobs  owns  property,  leases
     property,  does  business,  or is  otherwise  required to do so,  where the
     failure to be so  qualified  would have a  material  adverse  effect on the
     business of Ukabobs taken as a whole.

3.2. Authority.  Ukabobs has all  requisite  corporate  power and  authority  to
     execute and deliver this Agreement and any other document  contemplated  by
     this  Agreement  (collectively,  the "Ukabobs  Documents")  to be signed by
     Ukabobs and to perform its  obligations  hereunder  and to  consummate  the
     transactions contemplated hereby. The execution and delivery of each of the
     Ukabobs  Documents  by Ukabobs  and the  consummation  of the  transactions
     contemplated  hereby have been duly  authorized  by Ukabobs's in accordance
     with its constating  documents.  No other corporate or member proceeding on
     the  part of  Ukabobs  is  necessary  to  authorize  such  documents  or to
     consummate the transactions  contemplated  hereby. This Agreement has been,
     and the other Ukabobs  Documents  when executed and delivered by Ukabobs as
     contemplated  by this  Agreement  will be, duly  executed and  delivered by
     Ukabobs  and this  Agreement  is,  and the  other  Ukabobs  Documents  when
     executed and delivered by Ukabobs as contemplated hereby will be, valid and
     binding  obligations  of  Ukabobs  enforceable  in  accordance  with  their
     respective terms except:

     (a)  as  limited  by  applicable  bankruptcy,  insolvency,  reorganization,
          moratorium,   and  other   laws  of  general   application   affecting
          enforcement of creditors' rights generally;

     (b)  as  limited  by  laws  relating  to  the   availability   of  specific
          performance, injunctive relief, or other equitable remedies; and

     (c)  as limited by public policy.

3.3. Capitalization  of Ukabobs.  The entire right and title, and management and
     ownership  interest in and to Ukabobs  consists  of the Ukabobs  Membership
     Interest  described  in  Schedule 1 hereto.  Each  portion  of the  Ukabobs
     Membership Interest has been duly authorized, validly issued, is not issued
     in   violation   of  any   pre-emptive   rights   and  is  fully  paid  and
     non-assessable, is not subject to pre-emptive rights and was issued in full
     compliance  with the laws of the State of New Jersey and with the Ukabobs's
     Certificate of Formation and Operating Agreement.  There are no outstanding
     options,  warrants,  subscriptions,  conversion  rights,  or other  rights,
     agreements,  or  commitments  obligating  Ukabobs  to issue any  additional
     membership,  management,  or  ownership  interest in Ukabobs,  or any other
     securities  convertible into,  exchangeable for, or evidencing the right to
     subscribe  for or acquire  from  Ukabobs any Ukabobs  Membership  Interest.
     There are no agreements  purporting to restrict the transfer of the Ukabobs
     Membership  Interest,  no  voting  agreements,  member  agreements,  voting
     trusts,  or other  arrangements  restricting or affecting the voting of the
     Ukabobs Membership Interest.

3.4. Ownership of Ukabobs Membership Interest.  As of the Closing Date, Schedule
     1 contains a true and complete  list of  membership  in Ukabobs,  including
     each  member's  name,  address and  percentage  of the  Ukabobs  Membership
     Interest held by each member.

3.5. Directors and Officers of Ukabobs.  The duly elected or appointed directors
     and the duly appointed officers of Ukabobs are as set out in Schedule 4.

3.6. Corporate Records of Ukabobs. The corporate records of Ukabobs, as required
     to be  maintained  by it pursuant to all  applicable  laws,  are  accurate,
     complete  and  current in all  material  respects,  and the minute  book of
     Ukabobs is, in all  material  respects,  correct and  contains  all records
     required  by  all  applicable  laws,  as  applicable,  in  regards  to  all

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     proceedings,  consents,  actions  and  meetings  of the  members,  managing
     members and the board of directors of Ukabobs.

3.7. Non-Contravention.  Neither the execution, delivery and performance of this
     Agreement, nor the consummation of the Transaction, will:

     (a)  conflict  with,  result in a violation of, cause a default under (with
          or without  notice,  lapse of time or both) or give rise to a right of
          termination, amendment, cancellation or acceleration of any obligation
          contained in or the loss of any material  benefit under,  or result in
          the creation of any lien,  security  interest,  charge or  encumbrance
          upon any of the material properties or assets of Ukabobs or any of its
          subsidiaries  under any term,  condition  or  provision of any loan or
          credit agreement, note, debenture, bond, mortgage, indenture, lease or
          other agreement, instrument, permit, license, judgment, order, decree,
          statute,  law, ordinance,  rule or regulation applicable to Ukabobs or
          any of its subsidiaries,  or any of their respective material property
          or assets; or

     (b)  violate any  provision  of the  Certificate  of Formation or any other
          constating  documents  of  Ukabobs,  any  of its  subsidiaries  or any
          applicable laws.

3.8. Actions and  Proceedings.  To the best  knowledge  of Ukabobs,  there is no
     basis  for and  there  is no  action,  suit,  judgment,  claim,  demand  or
     proceeding  outstanding or pending,  or threatened against Ukabobs or which
     involves any of the business,  or the properties or assets of Ukabobs that,
     if adversely  resolved or determined,  would have a material adverse effect
     on the  business,  operations,  assets,  properties,  known  prospects,  or
     conditions  of  Ukabobs  taken  as a whole  (a  "Ukabobs  Material  Adverse
     Effect"). To the knowledge of Ukabobs, there is no reasonable basis for any
     claim or action that,  based upon the  likelihood of its being asserted and
     its success if asserted, would have such a Ukabobs Material Adverse Effect.

3.9. Compliance.

     (a)  To the best  knowledge of Ukabobs,  Ukabobs is in compliance  with, is
          not in default or violation in any material respect under, and has not
          been  charged  with or received any notice at any time of any material
          violation of any statute, law, ordinance,  regulation, rule, decree or
          other applicable regulation to the business or operations of Ukabobs;

     (b)  To the best  knowledge  of  Ukabobs,  Ukabobs  is not  subject  to any
          judgment,  order  or  decree  entered  in any  lawsuit  or  proceeding
          applicable  to its business  and  operations  that would  constitute a
          Ukabobs Material Adverse Effect; and

     (c)  To the Bbest  knowledge  of Ukabobs,  Ukabobs has operated in material
          compliance  with all laws,  rules,  statutes,  ordinances,  orders and
          regulations  applicable to its business.  Ukabobs has not received any
          notice of any  violation  thereof,  nor is Ukabobs  aware of any valid
          basis therefore.

3.10.Financial  Representations.  The books,  records  and  accounts  of Ukabobs
     (collectively the "UKABOBS BOOKS AND RECORDS") for the period ended May 31,
     2012 (the "UKABOBS  ACCOUNTING DATE"), a true and complete set of which has
     been provided to Verify,  together with the audited financial statements of
     Ukabobs for the periods ended  December 31, 2010 and December 31, 2011, and
     the unaudited  financial  statements for the interim period ended March 31,
     2012  (collectively the "UKABOBS  FINANCIAL  STATEMENTS"),  copies of which
     shall be provided to Verify as a condition of Closing, fairly and correctly
     set  out  and  disclose,  in all  material  respects,  in  accordance  with
     Generally  Accepted  Accounting  Principles,   the  financial  position  of
     Ukabobs, and all material financial  transactions,  assets, and Liabilities
     of Ukabobs  have been  accurately  recorded in Ukabobs  Books and  Records.
     Ukabobs has not received any advice or  notification  from its  independent
     certified public accountants that Ukabobs has used any improper  accounting
     practice  that  would  have the  effect of not  reflecting  or  incorrectly
     reflecting  in the  Ukabobs  Books and  Records,  any  properties,  assets,
     Liabilities, revenues, or expenses. The Ukabob Financial Statements:

     (a)  are in accordance with the books and records of Ukabob;

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     (b)  present fairly the financial  condition of Ukabob as of the respective
          dates indicated and the results of operations for such periods; and

     (c)  have been prepared in accordance with GAAP.

3.11.Absence of  Undisclosed  Liabilities.  To the best  knowledge  of  Ukabobs,
     Ukabobs does not have any material Liabilities or obligations either direct
     or indirect, matured or unmatured,  absolute,  contingent or otherwise that
     exceed $5,000, which:

     (a)  are not set  forth  in the  Ukabobs  Books  and  Records  or have  not
          heretofore been paid or discharged;

     (b)  did not arise in the regular and ordinary course of business under any
          agreement,  contract, commitment, lease or plan specifically disclosed
          in writing to Verify; or

     (c)  have not been incurred in amounts and pursuant to practices consistent
          with past  business  practice,  in or as a result of the  regular  and
          ordinary  course of its  business  since the date of the last  Ukabobs
          Books and Records.

3.12. Tax Matters.

     (a)  As of the date hereof:

          (i)  Ukabobs has timely filed all tax returns in  connection  with any
               Taxes  which  are  required  to be  filed on or prior to the date
               hereof,   taking  into  account  any  extensions  of  the  filing
               deadlines which have been validly granted to Ukabobs, and

          (ii) all such returns are true and correct in all material respects;

     (b)  Ukabobs has paid all Taxes that have become or are due with respect to
          any period ended on or prior to the date hereof,  and has  established
          an adequate  reserve  therefore on its balance  sheets for those Taxes
          not yet due and payable, except for any Taxes the non-payment of which
          will not have a Ukabobs Material Adverse Effect;

     (c)  Ukabobs  is not  presently  under or has not  received  notice of, any
          contemplated  investigation  or audit by  regulatory  or  governmental
          agency of body or any foreign or state taxing authority concerning any
          fiscal year or period ended prior to the date hereof;

     (d)  all Taxes  required to be withheld on or prior to the date hereof from
          employees for income Taxes, social security Taxes,  unemployment Taxes
          and other similar  withholding  Taxes have been properly withheld and,
          if required on or prior to the date hereof,  have been  deposited with
          the appropriate governmental agency; and

     (e)  to the best  knowledge  of  Ukabobs,  the  Ukabobs  Books and  Records
          contain full provision for all Taxes including any deferred Taxes that
          may be  assessed  to Ukabobs for the  accounting  period  ended on the
          Ukabobs  Accounting  Date or for any prior  period in  respect  of any
          transaction,  event or omission occurring, or any profit earned, on or
          prior to the  Ukabobs  Accounting  Date or for any  profit  earned  by
          Ukabobs  on or  prior  to the  Ukabobs  Accounting  Date or for  which
          Ukabobs is accountable up to such date and all contingent  Liabilities
          for Taxes have been provided for or disclosed in the Ukabobs Books and
          Records.

3.13.Absence of Changes. Since the Ukabobs Accounting Date, Ukabobs has not:

     (a)  incurred  any  Liabilities,  other than  Liabilities  incurred  in the
          ordinary  course  of  business  consistent  with  past  practice,   or
          discharged  or  satisfied  any  lien  or  encumbrance,   or  paid  any
          Liabilities,  other than in the ordinary course of business consistent
          with  past  practice,  or  failed  to pay or  discharge  when  due any

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          Liabilities  of which the  failure to pay or  discharge  has caused or
          will cause any material  damage or risk of material  loss to it or any
          of its assets or properties;

     (b)  sold, encumbered, assigned or transferred any material fixed assets or
          properties except for ordinary course business transactions consistent
          with past practice;

     (c)  created,  incurred,  assumed or guaranteed any  indebtedness for money
          borrowed,  or  mortgaged,  pledged or  subjected  any of the  material
          assets or properties of Ukabobs or its  subsidiaries  to any mortgage,
          lien, pledge,  security interest,  conditional sales contract or other
          encumbrance of any nature whatsoever;

     (d)  made  or  suffered  any  amendment  or  termination  of  any  material
          agreement,  contract, commitment, lease or plan to which it is a party
          or by  which  it is  bound,  or  cancelled,  modified  or  waived  any
          substantial  debts  or  claims  held by it or  waived  any  rights  of
          substantial value, other than in the ordinary course of business;

     (e)  declared, set aside or paid any dividend or made or agreed to make any
          other  distribution  or payment in  respect of its  capital  shares or
          redeemed,  purchased  or  otherwise  acquired  or  agreed  to  redeem,
          purchase or acquire any of its capital shares or equity securities;

     (f)  to the best of its  knowledge,  suffered  any damage,  destruction  or
          loss,  whether  or not  covered  by  insurance,  that  materially  and
          adversely  effects its  business,  operations,  assets,  properties or
          known prospects;

     (g)  to the best of its knowledge,  suffered any material adverse change in
          its business, operations,  assets, properties,  prospects or condition
          (financial or otherwise);

     (h)  received  notice or had  knowledge of any actual or  threatened  labor
          trouble, termination,  resignation,  strike or other occurrence, event
          or condition of any similar  character  which has had or might have an
          adverse  effect on its  business,  operations,  assets,  properties or
          prospects;

     (i)  made  commitments  or agreements for capital  expenditures  or capital
          additions or betterments exceeding in the aggregate $10,000;

     (j)  other than in the ordinary course of business,  increased the salaries
          or other compensation of, or made any advance (excluding  advances for
          ordinary  and  necessary  business  expenses)  or loan to,  any of its
          employees  or  directors  or made any increase in, or any addition to,
          other  benefits  to which any of its  employees  or  directors  may be
          entitled;

     (k)  entered  into any  transaction  other than in the  ordinary  course of
          business consistent with past practice; or

     (l)  agreed, whether in writing or orally, to do any of the foregoing.

3.14.Absence of Certain Changes or Events.  Since the Ukabobs  Accounting  Date,
     there has not been:

     (a)  a Ukabobs Material Adverse Effect; or

     (b)  any material change by Ukabobs in its accounting  methods,  principles
          or practices.

3.15.Subsidiaries.  Ukabobs does not have any  subsidiaries or agreements of any
     nature to acquire any  subsidiary or to acquire or lease any other business
     operations.

3.16.Personal Property.  Ukabobs possesses, and has good and marketable title of
     all  property  necessary  for the  continued  operation  of the business of
     Ukabobs as  presently  conducted  and as  represented  to Verify.  All such
     property  is used in the  business  of  Ukabobs.  All such  property  is in
     reasonably good operating condition (normal wear and tear excepted), and is
     reasonably fit for the purposes for which such property is presently  used.

                                       8
<PAGE>
     All material  equipment,  furniture,  fixtures and other tangible  personal
     property and assets owned or leased by Ukabobs is owned by Ukabobs free and
     clear of all liens, security interests,  charges,  encumbrances,  and other
     adverse claims, except as disclosed in Schedule 5.

3.17. Intellectual Property

     (a)  Intellectual Property Assets. Ukabobs owns or holds an interest in all
          intellectual  property  assets  necessary  for  the  operation  of the
          business of Ukabobs as it is currently  conducted  (collectively,  the
          "INTELLECTUAL PROPERTY ASSETS"), including:

          (i)  all functional  business  names,  trading  names,  registered and
               unregistered   trademarks,   service  marks,   and   applications
               (collectively, the "MARKS");

          (ii) all patents,  patent applications,  design patents, design patent
               applications,  and designs,  inventions,  methods,  processes and
               discoveries that may be patentable (collectively, the "PATENTS");

          (iii)all  copyrights in both  published  works and  unpublished  works
               (collectively, the "COPYRIGHTS"); and

          (iv) all know-how, trade secrets,  confidential information,  customer
               lists, software, technical information, data, process technology,
               plans,  drawings,  and blue prints  owned,  used,  or licensed by
               Ukabobs  as  licensee  or  licensor  (collectively,   the  "TRADE
               SECRETS").

     (b)  Agreements.  Schedule  6 contains a  complete  and  accurate  list and
          summary  description,  including  any  royalties  paid or  received by
          Ukabobs,  of all contracts and agreements relating to the Intellectual
          Property  Assets to which  Ukabobs  is a party or by which  Ukabobs is
          bound,  except for any  license  implied by the sale of a product  and
          perpetual,  paid-up licenses for commonly  available software programs
          with a value of less than $500 under which Ukabobs is the licensee. To
          the best knowledge of Ukabobs,  there are no outstanding or threatened
          disputes or disagreements with respect to any such agreement.

     (c)  Intellectual Property and Know-How Necessary for the Business.  Except
          as set forth in Schedule 6, Ukabobs is the owner of all right,  title,
          and interest in and to each of the Intellectual  Property Assets, free
          and clear of all liens, security interests, charges, encumbrances, and
          other adverse  claims,  and has the right to use without  payment to a
          third party of all the  Intellectual  Property  Assets.  Except as set
          forth in Schedule 6, all former and current  employees and contractors
          of  Ukabobs  have  executed  written  contracts,  agreements  or other
          undertakings  with Ukabobs  that assign all rights to any  inventions,
          improvements,  discoveries, or information relating to the business of
          Ukabobs.  No  employee,  director,  officer or member of Ukabobs  owns
          directly or indirectly in whole or in part, any Intellectual  Property
          Asset which  Ukabobs is presently  using or which is necessary for the
          conduct of its business. To the best knowledge of Ukabobs, no employee
          or  contractor  of Ukabobs has entered  into any contract or agreement
          that restricts or limits in any way the scope or type of work in which
          the  employee  may be engaged or requires  the  employee to  transfer,
          assign,  or disclose  information  concerning his work to anyone other
          than Ukabobs.

     (d)  Patents.  Schedule 6 contains a complete and accurate list and summary
          description  of all Patents.  Except as set out in Schedule 6, Ukabobs
          does not hold any right,  title or  interest  in and to any Patent and
          Ukabobs has not filed any patent  application with any third party. To
          the best knowledge of Ukabobs,  none of the products  manufactured and
          sold,  nor any process or know-how  used,  by Ukabobs  infringes or is
          alleged to infringe any patent or other proprietary night of any other
          person or entity.

     (e)  Trademarks.  Schedule  6 contains a  complete  and  accurate  list and
          summary  description  of all Marks.  Except as set out in  Schedule 6,
          Ukabobs does not hold any right,  title or interest in and to any Mark
          and Ukabobs has not  registered or filed any  application  to register
          any Mark with any third party. To the best knowledge of Ukabobs,  none

                                       9
<PAGE>
          of the  Marks,  if any,  used by  Ukabobs  infringes  or is alleged to
          infringe  any trade  name,  trademark,  or  service  mark of any third
          party.

     (f)  Copyrights.  Schedule  6 contains a  complete  and  accurate  list and
          summary  description of all Copyrights.  Except as set out in Schedule
          6,  Ukabobs is the owner of all right,  title,  and interest in and to
          each  of  the  Copyrights,  free  and  clear  of all  liens,  security
          interests,  charges,   encumbrances,  and  other  adverse  claims.  If
          applicable, all registered Copyrights are currently in compliance with
          formal  legal  requirements,  are valid and  enforceable,  and are not
          subject to any maintenance fees or taxes or actions falling due within
          ninety days after the Closing Date. To the best  knowledge of Ukabobs,
          no Copyright is infringed or has been  challenged or threatened in any
          way and none of the subject matter of any of the Copyrights  infringes
          or is alleged to  infringe  any  copyright  of any third party or is a
          derivative  work  based  on the  work  of a  third  party.  All  works
          encompassed  by the  Copyrights  have  been  marked  with  the  proper
          copyright notice.

     (g)  Trade  Secrets.  Schedule 6 contains a complete and accurate  list and
          summary  description  of all  Trade  Secrets.  Ukabobs  has  taken all
          reasonable  precautions to protect the secrecy,  confidentiality,  and
          value of its Trade  Secrets.  Ukabobs  has good title and an  absolute
          right to use the Trade Secrets.  The Trade Secrets are not part of the
          public knowledge or literature,  and to the best knowledge of Ukabobs,
          have not been used,  divulged,  or appropriated either for the benefit
          of any  person or  entity or to the  detriment  of  Ukabobs.  No Trade
          Secret is  subject  to any  adverse  claim or has been  challenged  or
          threatened in any way.

3.18.Employees and  Consultants.  All employees and  consultants of Ukabobs have
     been paid all  salaries,  wages,  income and any other sum due and owing to
     them by  Ukabobs,  as at the end of the most recent  completed  pay period.
     Ukabobs is not aware of any labor  conflict with any  employees  that might
     reasonably be expected to have a Ukabobs  Material  Adverse Effect.  To the
     best  knowledge  of Ukabobs,  no employee of Ukabobs is in violation of any
     term of any employment contract, non-disclosure agreement,  non-competition
     agreement or any other contract or agreement  relating to the  relationship
     of such employee with Ukabobs or any other nature of the business conducted
     or to be conducted by Ukabobs.

3.19.Real Property.  Ukabobs does not own any real property. Each of the leases,
     subleases,  claims or other  real  property  interests  (collectively,  the
     "LEASES") to which  Ukabobs is a party or is bound,  as set out in Schedule
     5, is legal,  valid,  binding,  enforceable and in full force and effect in
     all material respects. All rental and other payments required to be paid by
     Ukabobs  pursuant  to any such  Leases have been duly paid and no event has
     occurred  which,  upon the passing of time, the giving of notice,  or both,
     would  constitute a breach or default by any party under any of the Leases.
     The Leases will continue to be legal,  valid,  binding,  enforceable and in
     full  force and effect on  identical  terms  following  the  Closing  Date.
     Ukabobs  has not  assigned,  transferred,  conveyed,  mortgaged,  deeded in
     trust,  or encumbered any interest in the Leases or the leasehold  property
     pursuant thereto.

3.20.Material Contracts and Transactions.  Schedule 7 attached hereto lists each
     material contract,  agreement,  license, permit,  arrangement,  commitment,
     instrument  or contract to which Ukabobs is a party (each,  a  "CONTRACT").
     Each  Contract  is in full force and effect,  and there  exists no material
     breach or violation  of or default by Ukabobs  under any  Contract,  or any
     event  that  with  notice  or the  lapse of time,  or both,  will  create a
     material  breach or  violation  thereof or default  under any  Contract  by
     Ukabobs.  The  continuation,  validity,  and effectiveness of each Contract
     will  in no  way  be  affected  by  the  consummation  of  the  Transaction
     contemplated  by this  Agreement.  There  exists no  actual  or  threatened
     termination,   cancellation,   or   limitation   of,   or  any   amendment,
     modification, or change to any Contract.

3.21.Certain  Transactions.  Ukabobs is not a  guarantor  or  indemnitor  of any
     indebtedness of any third party, including any person, firm or corporation.

3.22.No  Brokers.  Ukabobs  has  not  incurred  any  independent  obligation  or
     liability to any party for any  brokerage  fees,  agent's  commissions,  or
     finder's  fees in  connection  with the  Transaction  contemplated  by this
     Agreement.

                                       10
<PAGE>
3.23.Completeness  of Disclosure.  No  representation  or warranty by Ukabobs in
     this  Agreement  nor any  certificate,  schedule,  statement,  document  or
     instrument  furnished or to be furnished to Verify pursuant hereto contains
     or will contain any untrue  statement  of a material  fact or omits or will
     omit to state a material  fact  required to be stated  herein or therein or
     necessary  to  make  any  statement   herein  or  therein  not   materially
     misleading.

4. REPRESENTATIONS AND WARRANTIES OF VERIFY

As of the  Closing,  Verify  represents  and warrants to Ukabobs and the Selling
Members and  acknowledges  that Ukabobs and the Selling Members are relying upon
such  representations and warranties in connection with the execution,  delivery
and performance of this Agreement,  notwithstanding any investigation made by or
on behalf of Ukabobs or the Selling Members, as follows:

4.1. Organization  and Good Standing.  Verify is duly  incorporated,  organized,
     validly existing and in good standing under the laws of the State of Nevada
     and has all requisite  corporate  power and authority to own,  lease and to
     carry on its  business as now being  conducted.  Verify is  qualified to do
     business and is in good  standing as a foreign  corporation  in each of the
     jurisdictions in which it owns property, leases property, does business, or
     is otherwise  required to do so, where the failure to be so qualified would
     have a material adverse effect on the businesses,  operations, or financial
     condition of Verify.

4.2. Authority.  Verify  has all  requisite  corporate  power and  authority  to
     execute and deliver this Agreement and any other document  contemplated  by
     this  Agreement  (collectively,  the  "VERIFY  DOCUMENTS")  to be signed by
     Verify and to perform  its  obligations  hereunder  and to  consummate  the
     transactions contemplated hereby. The execution and delivery of each of the
     Verify   Documents  by  Verify  and  the  consummation  by  Verify  of  the
     transactions  contemplated hereby have been duly authorized by its board of
     directors and no other corporate or shareholder  proceedings on the part of
     Verify is necessary  to  authorize  such  documents  or to  consummate  the
     transactions  contemplated  hereby.  This Agreement has been, and the other
     Verify  Documents when executed and delivered by Verify as  contemplated by
     this  Agreement  will be, duly  executed  and  delivered by Verify and this
     Agreement is, and the other Verify Documents when executed and delivered by
     Verify,  as contemplated  hereby will be, valid and binding  obligations of
     Verify enforceable in accordance with their respective terms, except:

     (a)  as  limited  by  applicable  bankruptcy,  insolvency,  reorganization,
          moratorium,   and  other   laws  of  general   application   affecting
          enforcement of creditors' rights generally;

     (b)  as  limited  by  laws  relating  to  the   availability   of  specific
          performance, injunctive relief, or other equitable remedies; and

     (c)  as limited by public policy.

4.3. Capitalization  of Verify.  The entire  authorized  capital stock and other
     equity securities of Verify consists of 240,000,000  shares of common stock
     with a par value of $0.001 (the  "VERIFY  COMMON  STOCK") and no  preferred
     stock.  As of the date of this  Agreement,  there are 52,785,500  shares of
     Verify  Common Stock issued and  outstanding,  not  including the 8,800,000
     Verify Shares to be issued to the Selling Members herein. All of the issued
     and  outstanding  shares of Verify Common Stock have been duly  authorized,
     are validly issued,  were not issued in violation of any pre-emptive rights
     and are fully  paid and  non-assessable,  are not  subject  to  pre-emptive
     rights and were issued in full  compliance  with all  federal,  state,  and
     local  laws,  rules  and  regulations.  There are no  outstanding  options,
     warrants,  subscriptions,  phantom  shares,  conversion  rights,  or  other
     rights,   agreements,   or  commitments  obligating  Verify  to  issue  any
     additional   shares  of  Verify  Common  Stock,  or  any  other  securities
     convertible  into,  exchangeable  for, or evidencing the right to subscribe
     for or acquire from Verify any shares of Verify Common Stock as of the date
     of this  Agreement.  There are no  agreements  purporting  to restrict  the
     transfer of the Verify Common Stock, no voting  agreements,  voting trusts,
     or other  arrangements  restricting  or affecting  the voting of the Verify
     Common Stock.

4.4. Non-Contravention.  Neither the execution, delivery and performance of this
     Agreement, nor the consummation of the Transaction, will:

                                       11
<PAGE>
     (a)  conflict  with,  result in a violation of, cause a default under (with
          or without  notice,  lapse of time or both) or give rise to a right of
          termination, amendment, cancellation or acceleration of any obligation
          contained in or the loss of any material  benefit under,  or result in
          the creation of any lien,  security  interest,  charge or  encumbrance
          upon any of the  material  properties  or assets  of Verify  under any
          term,  condition or provision of any loan or credit  agreement,  note,
          debenture,  bond,  mortgage,  indenture,  lease  or  other  agreement,
          instrument,  permit, license,  judgment,  order, decree, statute, law,
          ordinance,  rule or  regulation  applicable  to  Verify  or any of its
          material property or assets;

     (b)  violate  any  provision  of the  applicable  incorporation  or charter
          documents of Verify; or

     (c)  violate  any  order,  writ,  injunction,  decree,  statute,  rule,  or
          regulation  of any  court  or  governmental  or  regulatory  authority
          applicable to Verify or any of its material property or assets.

4.5. Validity of Verify Common Stock Issuable upon the  Transaction.  The Verify
     Shares to be issued to the Selling Partners/owners upon consummation of the
     Transaction in accordance  with this Agreement  will,  upon issuance,  have
     been duly and validly authorized and, when so issued in accordance with the
     terms of this Agreement,  will be duly and validly  issued,  fully paid and
     non-assessable.

4.6. Actions  and  Proceedings.  To the best  knowledge  of Verify,  there is no
     claim,  charge,  arbitration,  grievance,  action,  suit,  investigation or
     proceeding by or before any court, arbiter,  administrative agency or other
     governmental  authority  now pending or, to the best  knowledge  of Verify,
     threatened  against  Verify  which  involves  any of the  business,  or the
     properties or assets of Verify that, if adversely  resolved or  determined,
     would have a material adverse effect on the business,  operations,  assets,
     properties,  prospects or  conditions of Verify taken as a whole (a "VERIFY
     MATERIAL  ADVERSE  Effect").  There is no reasonable basis for any claim or
     action  that,  based  upon the  likelihood  of its being  asserted  and its
     success if asserted, would have such a Verify Material Adverse Effect.

4.7. Compliance.

     (a)  To the best knowledge of Verify,  Verify is in compliance with, is not
          in default or  violation in any material  respect  under,  and has not
          been  charged  with or received any notice at any time of any material
          violation of any statute, law, ordinance,  regulation, rule, decree or
          other applicable regulation to the business or operations of Verify;

     (b)  To  the  best  knowledge  of  Verify,  Verify  is not  subject  to any
          judgment,  order  or  decree  entered  in any  lawsuit  or  proceeding
          applicable  to its business  and  operations  that would  constitute a
          Verify Material Adverse Effect;

     (c)  Verify has  operated  in  material  compliance  with all laws,  rules,
          statutes,   ordinances,  orders  and  regulations  applicable  to  its
          business. Verify has not received any notice of any violation thereof,
          nor is Verify aware of any valid basis therefore.

4.8. Filings,  Consents and Approvals. No filing or registration with, no notice
     to and no permit,  authorization,  consent,  or  approval  of any public or
     governmental  body or authority or other person or entity is necessary  for
     the  consummation  by  Verify  of  the  Transaction  contemplated  by  this
     Agreement to continue to conduct its  business  after the Closing Date in a
     manner which is consistent with that in which it is presently conducted.

4.9. SEC  Filings.  Verify has  furnished  or made  available to Ukabobs and the
     Selling  Members  a true  and  complete  copy  of  each  report,  schedule,
     registration  statement  and proxy  statement  filed by Verify with the SEC
     (collectively,  and as such  documents  have since the time of their filing
     been amended,  the "Verify SEC Documents").  As of their respective  dates,
     the  Verify  SEC  Documents  complied  in all  material  respects  with the
     requirements  of the  Securities  Act, or the Exchange Act, as the case may
     be, and the rules and regulations of the SEC thereunder  applicable to such
     Verify  SEC  Documents.  The  Verify SEC  Documents  constitute  all of the
     documents  and  reports  that  Verify  was  required  to file  with the SEC
     pursuant  to the  Exchange  Act and the rules and  regulations  promulgated
     thereunder by the SEC.

                                       12
<PAGE>
4.10.Financial  Representations.  The  books,  records  and  accounts  of Verify
     (collectively  the "VERIFY BOOKS AND RECORDS") for the period ended May 31,
     2012 (the "VERIFY  ACCOUNTING  DATE"), a true and complete set of which has
     been provided to Verify,  together with the audited financial statements of
     Verify for the  periods  ended  June 30,  2010 and June 30,  2011,  and the
     unaudited financial  statements for the interim period ended March 31, 2012
     (collectively, the "VERIFY FINANCIAL STATEMENTS"), copies of which shall be
     provided to Ukabobs as a condition of Closing, fairly and correctly set out
     and  disclose,  in all material  respects,  in  accordance  with  Generally
     Accepted Accounting  Principles,  the financial position of Verify, and all
     material  financial  transactions,  assets,  and Liabilities of Verify have
     been  accurately  recorded  in the  Verify  Books and  Records.  The Verify
     Financial Statements:

     (a)  are in accordance with the books and records of Verify;

     (b)  present fairly the financial  condition of Verify as of the respective
          dates indicated and the results of operations for such periods; and

     (c)  have been prepared in accordance with GAAP.

     Verify has not received  any advice or  notification  from its  independent
     certified public  accountants that Verify has used any improper  accounting
     practice  that  would  have the  effect of not  reflecting  or  incorrectly
     reflecting in the Verify  Financial  Statements or the books and records of
     Verify, any properties,  assets,  Liabilities,  revenues, or expenses.  The
     books,  records,  and accounts of Verify accurately and fairly reflect,  in
     reasonable detail,  the assets,  and Liabilities of Verify.  Verify has not
     engaged in any transaction,  maintained any bank account, or used any funds
     of Verify,  except for  transactions,  bank accounts,  and funds which have
     been and are  reflected  in the  normally  maintained  books and records of
     Verify.

4.11.Absence of Undisclosed  Liabilities.  Verify has no material Liabilities or
     obligations  either  direct or indirect,  matured or  unmatured,  absolute,
     contingent or otherwise, which:

     (a)  are not set  forth  in the  Verify  Financial  Statements  or have not
          heretofore been paid or discharged;

     (b)  did not arise in the regular and ordinary course of business under any
          agreement,  contract, commitment, lease or plan specifically disclosed
          in writing to Ukabobs; or

     (c)  have not been incurred in amounts and pursuant to practices consistent
          with past  business  practice,  in or as a result of the  regular  and
          ordinary  course of its  business  since  the date of the last  Verify
          Financial Statements.

4.12. Tax Matters.

     (a)  As of the date hereof:

          (i)  Verify has timely  filed all tax returns in  connection  with any
               Taxes  which  are  required  to be  filed on or prior to the date
               hereof,   taking  into  account  any  extensions  of  the  filing
               deadlines which have been validly granted to them, and

          (ii) all such returns are true and correct in all material respects;

     (b)  Verify has paid all Taxes that have become or are due with  respect to
          any period ended on or prior to the date hereof;

     (c)  Verify is not  presently  under and has not  received  notice  of, any
          contemplated  investigation  or audit by the Canada  Revenue Agency or
          the Internal  Revenue Service or any foreign or state taxing authority
          concerning any fiscal year or period ended prior to the date hereof;

     (d)  All Taxes  required to be withheld on or prior to the date hereof from
          employees for income Taxes, social security Taxes,  unemployment Taxes
          and other similar  withholding  Taxes have been properly withheld and,
          if required on or prior to the date hereof,  have been  deposited with
          the appropriate governmental agency; and

                                       13
<PAGE>
     (e)  To the best  knowledge  of  Verify,  the Verify  Financial  Statements
          contain full provision for all Taxes including any deferred Taxes that
          may be  assessed  to Verify  for the  accounting  period  ended on the
          Verify  Accounting  Date or for any  prior  period in  respect  of any
          transaction,  event or omission occurring, or any profit earned, on or
          prior to the Verify Accounting Date or for any profit earned by Verify
          on or prior to the  Verify  Accounting  Date or for  which  Verify  is
          accountable up to such date and all contingent  Liabilities  for Taxes
          have  been   provided  for  or  disclosed  in  the  Verify   Financial
          Statements.

4.13.Absence of Changes.  Since the Verify  Accounting Date, except as disclosed
     in the Public SEC Documents and except as  contemplated  in this Agreement,
     Verify has not:

     (a)  incurred  any  Liabilities,  other than  Liabilities  incurred  in the
          ordinary  course  of  business  consistent  with  past  practice,   or
          discharged  or  satisfied  any  lien  or  encumbrance,   or  paid  any
          Liabilities,  other than in the ordinary course of business consistent
          with  past  practice,  or  failed  to pay or  discharge  when  due any
          Liabilities  of which the  failure to pay or  discharge  has caused or
          will cause any material  damage or risk of material  loss to it or any
          of its assets or properties;

     (b)  sold, encumbered, assigned or transferred any material fixed assets or
          properties;

     (c)  created,  incurred,  assumed or guaranteed any  indebtedness for money
          borrowed,  or  mortgaged,  pledged or  subjected  any of the  material
          assets or properties of Verify to any mortgage, lien, pledge, security
          interest,  conditional  sales  contract  or other  encumbrance  of any
          nature whatsoever;

     (d)  made  or  suffered  any  amendment  or  termination  of  any  material
          agreement,  contract, commitment, lease or plan to which it is a party
          or by  which  it is  bound,  or  cancelled,  modified  or  waived  any
          substantial  debts  or  claims  held by it or  waived  any  rights  of
          substantial value, other than in the ordinary course of business;

     (e)  declared, set aside or paid any dividend or made or agreed to make any
          other  distribution  or payment in  respect of its  capital  shares or
          redeemed,  purchased  or  otherwise  acquired  or  agreed  to  redeem,
          purchase or acquire any of its capital shares or equity securities;

     (f)  suffered any damage,  destruction  or loss,  whether or not covered by
          insurance,   that  materially  and  adversely  effects  its  business,
          operations, assets, properties or prospects;

     (g)  suffered  any material  adverse  change in its  business,  operations,
          assets, properties, prospects or condition (financial or otherwise);

     (h)  received  notice or had  knowledge of any actual or  threatened  labor
          trouble, termination,  resignation,  strike or other occurrence, event
          or condition of any similar  character  which has had or might have an
          adverse  effect on its  business,  operations,  assets,  properties or
          prospects;

     (i)  made  commitments  or agreements for capital  expenditures  or capital
          additions or betterments exceeding in the aggregate $10,000;

     (j)  other than in the ordinary course of business,  increased the salaries
          or other compensation of, or made any advance (excluding  advances for
          ordinary  and  necessary  business  expenses)  or loan to,  any of its
          employees  or  directors  or made any increase in, or any addition to,
          other  benefits  to which any of its  employees  or  directors  may be
          entitled;

     (k)  entered  into any  transaction  other than in the  ordinary  course of
          business consistent with past practice; or

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<PAGE>
     (l)  agreed, whether in writing or orally, to do any of the foregoing.

4.14.Absence of Certain  Changes or Events.  Since the Verify  Accounting  Date,
     except as and to the extent  disclosed in the Verify SEC  Documents,  there
     has not been:

     (a)  a Verify Material Adverse Effect; or

     (b)  any material change by Verify in its accounting methods, principles or
          practices.

4.15.Subsidiaries.  Verify does not have any  subsidiaries  or agreements of any
     nature to acquire any  subsidiary or to acquire or lease any other business
     operations, except as disclosed in the Verify SEC Documents.

4.16.Personal Property.  There are no material  equipment,  furniture,  fixtures
     and other tangible  personal property and assets owned or leased by Verify,
     except as disclosed in the Verify SEC Documents.

4.17.Employees  and   Consultants.   Verify  does  not  have  any  employees  or
     consultants, except as disclosed in the Verify SEC Documents.

4.18.Material Contracts and Transactions.  Other than as expressly  contemplated
     by this Agreement, there are no material contracts,  agreements,  licenses,
     permits,   arrangements,   commitments,   instruments,   understandings  or
     contracts,  whether written or oral, express or implied,  contingent, fixed
     or otherwise,  to which Verify is a party except as disclosed in writing to
     Ukabobs or as disclosed in the Verify SEC Documents.

4.19.No Brokers.  Verify has not  incurred  any  obligation  or liability to any
     party for any  brokerage  fees,  agent's  commissions,  or finder's fees in
     connection with the Transaction contemplated by this Agreement.

4.20.Application  of  Takeover  Protections.  Verify and its board of  directors
     have taken all necessary  action,  if any, in order to render  inapplicable
     any control share acquisition, business combination, poison pill (including
     any distribution  under a rights agreement) or other similar  anti-takeover
     provision  under  Verify's  certificate  or articles of  incorporation  (or
     similar charter  documents) or the laws of its state of incorporation  that
     is or could  become  applicable  to Verify as a result of the  transactions
     under  this  Agreement  or the  exercise  of any  rights  pursuant  to this
     Agreement.

4.21.No SEC or Financial Industry Regulatory  Authority  Inquiries.  Neither the
     Verify nor any of its past or present  officers or directors is the subject
     of any formal or  informal  inquiry or  investigation  by the SEC or FINRA.
     Verify  currently  do not have any  outstanding  comment  letters  or other
     correspondences from the SEC or FINRA.

4.22.No Liabilities.  Upon Closing,  except as otherwise described in the Verify
     Financial Statements,  Verify shall have no direct,  indirect or contingent
     Liabilities outstanding that exceed $1,000.

4.23.Completeness  of  Disclosure.  No  representation  or warranty by Verify in
     this  Agreement  nor any  certificate,  schedule,  statement,  document  or
     instrument furnished or to be furnished to Ukabobs pursuant hereto contains
     or will contain any untrue  statement  of a material  fact or omits or will
     omit to state a material  fact  required to be stated  herein or therein or
     necessary  to  make  any  statement   herein  or  therein  not   materially
     misleading.

5. CLOSING CONDITIONS

5.1. Conditions  Precedent  to Closing by Verify.  The  obligation  of Verify to
     consummate the Transaction is subject to the satisfaction or written waiver
     of the  conditions  set forth below by a date  mutually  agreed upon by the
     parties hereto in writing and in accordance  with Section 11.6. The Closing
     of the Transaction  contemplated by this Agreement will be deemed to mean a
     waiver of all conditions to Closing. These conditions precedent are for the
     benefit of Verify and may be waived by Verify in its sole discretion.

                                       15
<PAGE>
     (a)  Representations and Warranties.  The representations and warranties of
          Ukabobs and the Selling  Members set forth in this  Agreement  will be
          true,  correct and complete in all material respects as of the Closing
          Date, as though made on and as of the Closing Date.

     (b)  Performance. All of the covenants and obligations that Ukabobs and the
          Selling  Members are required to perform or to comply with pursuant to
          this Agreement at or prior to the Closing must have been performed and
          complied with in all material respects.

     (c)  Transaction  Documents.  This Agreement,  the Ukabobs  Documents,  the
          Ukabobs  Financial  Statements  and all other  documents  necessary or
          reasonably  required to consummate  the  Transaction,  all in form and
          substance  reasonably  satisfactory to Verify, will have been executed
          and delivered to Verify.

     (d)  Third Party  Consents.  Verify will have received duly executed copies
          of all  third  party  consents  and  approvals  contemplated  by  this
          Agreement, in form and substance reasonably satisfactory to Verify.

     (e)  Past  Employment  Agreements.  Verify will have  received from Ukabobs
          copies of all agreements or arrangements  that evidence the employment
          of all of the hourly and  salaried  employees of Ukabobs as set out on
          Schedule 8  attached  hereto,  which,  if any,  constitute  all of the
          employees  reasonably  necessary  to operate  the  business of Ukabobs
          substantially as presently operated.

     (f)  No Material  Adverse Change.  No Ukabobs  Material Adverse Effect will
          have occurred since the date of this Agreement.

     (g)  Outstanding Ukabobs Membership Interest. Ukabobs will not have granted
          any  additional  right or  title,  including  but not  limited  to any
          management  interest or ownership  interest of any kind other than the
          Ukabobs  Membership  Interest  outstanding  as of  the  date  of  this
          Agreement as set out in Schedule 1 hereto.

     (h)  Delivery  of  Ukabobs  Books and  Records  and  Financial  Statements.
          Ukabobs will have  delivered  to Verify the Ukabobs  Books and Records
          and the Ukabobs Financial Statements.

     (i)  Due  Diligence  Review of  Ukabobs  Books and  Records  and  Financial
          Statements.  Verify and its accountants  will be reasonably  satisfied
          with their due diligence investigation and review of the Ukabobs Books
          and Records and the Ukabobs Financial Statements.

     (j)  Due Diligence Generally.  Verify and its solicitors will be reasonably
          satisfied  with their due diligence  investigation  of Ukabobs that is
          reasonable  and customary in a transaction of a similar nature to that
          contemplated by the Transaction, including:

          (i)  materials,  documents  and  information  in  the  possession  and
               control of Ukabobs and the Selling  Members which are  reasonably
               germane to the Transaction;

          (ii) a physical  inspection  of the assets of Ukabobs by Verify or its
               representatives; and

          (iii) title to the material assets of Ukabobs.

     (k)  Compliance with Securities  Laws.  Verify will have received  evidence
          satisfactory  to  Verify  that  the  Verify  Shares  issuable  in  the
          Transaction will be issuable:

          (i)  without  registration  pursuant to the Securities Act in reliance
               on a  safe  harbor  from  the  registration  requirements  of the
               Securities Act provided by Regulation S; and

     In  order  to  establish  the  availability  of the  safe  harbor  from the
     registration  requirements of the Securities Act for the issuance of Verify
     Shares to each Selling Member, Ukabobs will deliver to Verify on Closing, a

                                       16
<PAGE>
     Regulation S Certificate  or Rule 506  Certificate,  as  applicable,  and a
     Questionnaire duly executed by each Selling Member.

     (l)  Employment  Agreements.  Paul R.  DiMarco  and Mitesh  Patel will have
          entered into employment agreements with Verify in a form acceptable to
          Verify.

     (m)  Licensed Rights. The Saas Agreement between Smashlife Team Sports, LLC
          and Imobile  Interactive  dated  April 16,  2012 shall be  effectively
          terminated by Ukabobs in accordance with the terms thereof,  and there
          shall be no third party  licensees  of any rights in or to the Ukabobs
          Intellectual Property.

5.2  Conditions  Precedent to Closing by Ukabobs.  The obligation of Ukabobs and
     the  Selling  Members  to  consummate  the  Transaction  is  subject to the
     satisfaction  or written waiver of the conditions set forth below by a date
     mutually  agreed  upon by the parties  hereto in writing and in  accordance
     with Section 11.6. The Closing of the Transaction  will be deemed to mean a
     waiver of all conditions to Closing. These conditions precedent are for the
     benefit of Ukabobs and the Selling Members and may be waived by Ukabobs and
     the Selling Members in their discretion.

     (a)  Representations and Warranties.  The representations and warranties of
          Verify set forth in this Agreement will be true,  correct and complete
          in all material respects as of the Closing Date, as though made on and
          as of the Closing Date.

     (b)  Performance.  All of the  covenants  and  obligations  that Verify are
          required to perform or to comply with pursuant to this Agreement at or
          prior to the Closing must have been performed and complied with in all
          material  respects.  Verify must have  delivered each of the documents
          required to be delivered by it pursuant to this Agreement.

     (c)  Transaction  Documents.  This Agreement,  the Verify Documents and all
          other  documents  necessary or reasonably  required to consummate  the
          Transaction,  all in form and  substance  reasonably  satisfactory  to
          Ukabobs, will have been executed and delivered by Verify.

     (d)  No  Action.  No  suit,  action,  or  proceeding  will  be  pending  or
          threatened before any governmental or regulatory  authority wherein an
          unfavorable judgment, order, decree, stipulation, injunction or charge
          would result in and/or:

          (i)  the consummation of any of the transactions  contemplated by this
               Agreement; or

          (ii) cause the Transaction to be rescinded following consummation.

     (e)  Due Diligence  Generally.  Ukabobs will be reasonably  satisfied  with
          their due diligence  investigation  of Verify that is  reasonable  and
          customary in a transaction of a similar nature to that contemplated by
          the Transaction.

     (f)  Appointments.  Verify  will have made the  following  appointments  of
          officers and director with effect subject only to the Closing:

          (i)  Paul DiMarco to be appointed as Director of Verify; and

          (ii) Mitesh  Patel to be  appointed  as  Chief  Technical  Officer  of
               Verify.

6.  EMPLOYMENT  AGREEMENTS.  Paul R.  DiMarco  and Mitesh  Patel will enter into
employment  agreements  with Verify in a form  acceptable to Mr. DiMarco and Mr.
Patel, respectively.

7. ADDITIONAL COVENANTS OF THE PARTIES

7.1. Notification  of Financial  Liabilities.  Ukabobs will  immediately  notify
     Verify in  accordance  with Section 10.6  hereof,  if Ukabobs  receives any
     advice or notification from its independent  certified public accounts that
     Ukabobs  has used any  improper  accounting  practice  that  would have the

                                       17
<PAGE>
     effect of not reflecting or incorrectly  reflecting in the books,  records,
     and accounts of Ukabobs, any properties, assets, Liabilities,  revenues, or
     expenses.  Notwithstanding any statement to the contrary in this Agreement,
     this covenant will survive Closing and continue in full force and effect.

7.2. Access  and  Investigation.  Between  the  date of this  Agreement  and the
     Closing  Date,  Ukabobs,  on the one hand,  and Verify,  on the other hand,
     will, and will cause each of their respective representatives to:

     (a)  afford the other and its  representatives  full and free access to its
          personnel, properties, assets, contracts, books and records, and other
          documents and data;

     (b)  furnish  the other  and its  representatives  with  copies of all such
          contracts, books and records, and other existing documents and data as
          required by this  Agreement and as the other may otherwise  reasonably
          request; and

     (c)  furnish  the  other  and  its  representatives  with  such  additional
          financial,  operating, and other data and information as the other may
          reasonably request.

     All of such  access,  investigation  and  communication  by a party and its
     representatives  will be conducted  during normal  business  hours and in a
     manner designed not to interfere unduly with the normal business operations
     of the other party.  Each party will  instruct  its auditors to  co-operate
     with the  other  party  and its  representatives  in  connection  with such
     investigations.

7.3. Confidentiality.   All  information   regarding  the  business  of  Ukabobs
     including, without limitation,  financial information that Ukabobs provides
     to Verify during  Verify's due diligence  investigation  of Ukabobs will be
     kept in  strict  confidence  by  Verify  and  will not be used  (except  in
     connection with due diligence),  dealt with, exploited or commercialized by
     Verify or disclosed to any third party  (other than  Verify's  professional
     accounting  and legal  advisors)  without  the  prior  written  consent  of
     Ukabobs. If the Transaction contemplated by this Agreement does not proceed
     for any reason, then upon receipt of a written request from Ukabobs, Verify
     will  immediately  return  to  Ukabobs  (or as  directed  by  Ukabobs)  any
     information   received  regarding   Ukabobs's   business.   Likewise,   all
     information regarding the business of Verify including, without limitation,
     financial  information  that  Verify  provides  to  Ukabobs  during its due
     diligence  investigation  of Verify  will be kept in strict  confidence  by
     Ukabobs and will not be used  (except in  connection  with due  diligence),
     dealt with,  exploited  or  commercialized  by Ukabobs or  disclosed to any
     third  party  (other  than  Ukabobs's  professional  accounting  and  legal
     advisors)  without  Verify's  prior  written  consent.  If the  Transaction
     contemplated  by this Agreement does not proceed for any reason,  then upon
     receipt of a written request from Verify,  Ukabobs will immediately  return
     to Verify (or as  directed by Verify) any  information  received  regarding
     Verify's business.

7.4. Notification. Between the date of this Agreement and the Closing Date, each
     of the parties to this Agreement will promptly  notify the other parties in
     writing  if it  becomes  aware  of any fact or  condition  that  causes  or
     constitutes a material breach of any of its  representations and warranties
     as of the date of this  Agreement,  if it becomes  aware of the  occurrence
     after the date of this  Agreement of any fact or condition that would cause
     or constitute a material breach of any such  representation or warranty had
     such  representation  or warranty been made as of the time of occurrence or
     discovery  of such fact or  condition.  Should  any such fact or  condition
     require any change in the Schedules relating to such party, such party will
     promptly  deliver  to the  other  parties  a  supplement  to the  Schedules
     specifying  such change.  During the same period,  each party will promptly
     notify the other parties of the occurrence of any material breach of any of
     its covenants in this  Agreement or of the occurrence of any event that may
     make the satisfaction of such conditions impossible or unlikely.

7.5. Exclusivity.  Until such time,  if any,  as this  Agreement  is  terminated
     pursuant  to this  Agreement,  Ukabobs  and Verify  will not,  directly  or
     indirectly,  solicit,  initiate,  entertain  or  accept  any  inquiries  or
     proposals  from,   discuss  or  negotiate  with,   provide  any  non-public
     information  to, or consider  the merits of any  unsolicited  inquiries  or
     proposals from, any person or entity relating to any transaction  involving
     the sale of the business or assets  (other than in the  ordinary  course of
     business), or any of the capital stock of Ukabobs or Verify, as applicable,

                                       18
<PAGE>
     or any merger, consolidation,  business combination, or similar transaction
     other than as contemplated by this Agreement.

7.6. Conduct of Ukabobs and Verify  Business Prior to Closing.  From the date of
     this  Agreement to the Closing  Date,  and except to the extent that Verify
     otherwise   consents  in  writing,   Ukabobs   will  operate  its  business
     substantially as presently  operated and only in the ordinary course and in
     compliance  with all applicable  laws, and use its best efforts to preserve
     intact  its  good  reputation  and  present  business  organization  and to
     preserve its  relationships  with persons having business dealings with it.
     Likewise,  from the date of this  Agreement to the Closing Date, and except
     to the extent that  Ukabobs  otherwise  consents  in  writing,  Verify will
     operate its business  substantially  as presently  operated and only in the
     ordinary  course and in compliance  with all  applicable  laws, and use its
     best efforts to preserve  intact its good  reputation and present  business
     organization and to preserve its relationships with persons having business
     dealings with it.

7.7. Certain Acts Prohibited - Ukabobs. Except as expressly contemplated by this
     Agreement or for purposes in  furtherance  of this  Agreement,  between the
     date of this Agreement and the Closing Date,  Ukabobs will not, without the
     prior written consent of Verify:

     (a)  alter itsCertificate of Formation or other constating documents;

     (b)  incur any liability or obligation other than in the ordinary course of
          business or encumber or permit the  encumbrance  of any  properties or
          assets of Ukabobs except in the ordinary course of business;

     (c)  dispose of or contract  to dispose of any Ukabobs  property or assets,
          including the  Intellectual  Property  Assets,  except in the ordinary
          course of business consistent with past practice;

     (d)  issue,  deliver,  sell, pledge or otherwise encumber or subject to any
          lien any portion of the Ukabobs Membership  Interests,  or any rights,
          warrants or options to acquire, any such Membership Interest;

     (e)  not:

          (i)  declare,  set  aside or pay any  dividends  on, or make any other
               distributions in respect of the Ukabobs Membership Interest, or

          (ii) split,  combine or reclassify the Ukabobs Membership  Interest or
               issue or  authorize  the  issuance  of any  other  securities  in
               respect of, in lieu of or in substitution  for any portion of the
               Ukabobs Membership Interest; or

     (f)  not materially increase benefits or compensation  expenses of Ukabobs,
          other than as contemplated by the terms of any employment agreement in
          existence   on  the  date  of  this   Agreement,   increase  the  cash
          compensation of any director,  executive officer or other key employee
          or pay any benefit or amount not required by a plan or  arrangement as
          in effect on the date of this Agreement to any such person.

7.8. Public  Announcements.  Verify  and  Ukabobs  each agree that they will not
     release or issue any reports or statements or make any public announcements
     relating to this Agreement or the Transaction  contemplated  herein without
     the prior  written  consent of the other  party,  except as may be required
     upon written advice of counsel to comply with applicable laws or regulatory
     requirements after consulting with the other party hereto and seeking their
     reasonable consent to such announcement.

8. CLOSING

8.1. Closing. The Closing shall take place on the Closing Date at the offices of
     the  lawyers  for  Verify  or at such  other  location  as agreed to by the
     parties.  Notwithstanding  the location of the  Closing,  each party agrees
     that the Closing may be completed by the exchange of  undertakings  between
     the  respective  legal  counsel  for  Ukabobs  and  Verify,  provided  such
     undertakings are satisfactory to each party's respective legal counsel.

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<PAGE>
8.2. Closing Deliveries of Ukabobs and the Selling Members. At Closing,  Ukabobs
     and  the  Selling  Members  will  deliver  or  cause  to be  delivered  the
     following,  fully  executed  and  in  the  form  and  substance  reasonably
     satisfactory to Verify:

     (a)  copies of all  resolutions  and/or  consent  actions  adopted by or on
          behalf of the managing  members or the Selling Members of Ukabobs,  as
          required by the constating  documents of Ukabobs,  evidencing approval
          of this Agreement and the Transaction;

     (b)  if any of the Selling  Members/owners  appoint any person, by power of
          attorney  or  equivalent,  to  execute  this  Agreement  or any  other
          agreement,  document,  instrument or certificate  contemplated by this
          agreement, on behalf of the Selling Members, a valid and binding power
          of attorney or equivalent from such Selling Member;

     (c)  documents   representing  the  ownership  of  the  Ukabobs  Membership
          Interest as required by Section 2.3 of this Agreement;

     (d)  all certificates and other documents  required by Sections 2.3 and 5.1
          of this Agreement;

     (e)  the Ukabobs  Documents,  the  Ukabobs  Books and Records and any other
          necessary  documents,  each duly  executed by Ukabobs,  as required to
          give effect to the Transaction;

8.3. Closing  Deliveries of Verify. At Closing,  Verify will deliver or cause to
     be delivered the  following,  fully  executed and in the form and substance
     reasonably satisfactory to Ukabobs:

     (a)  copies of all  resolutions  and/or  consent  actions  adopted by or on
          behalf of the board of directors of Verify evidencing approval of this
          Agreement and the Transaction;

     (b)  all certificates  and other documents  required by Section 5.2 of this
          Agreement;

     (c)  the Verify  Documents  and any other  necessary  documents,  each duly
          executed by Verify, as required to give effect to the Transaction; and

8.4. Additional  Closing Delivery of Verify. At Closing,  Verify will deliver or
     cause to be  delivered  the  share  certificates  representing  the  Verify
     Shares.

9. TERMINATION.

9.1. Termination.  This  Agreement  may be  terminated  at any time prior to the
     Closing Date contemplated hereby by:

     (a)  mutual agreement of Verify and Ukabobs;

     (b)  Verify,  if there has been a material  breach by Ukabobs or any of the
          Selling Members of any material representation,  warranty, covenant or
          agreement  set forth in this  Agreement  on the part of Ukabobs or the
          Selling Members that is not cured,  to the reasonable  satisfaction of
          Verify,  within ten business days after notice of such breach is given
          by Verify (except that no cure period will be provided for a breach by
          Ukabobs or the Selling Members that by its nature cannot be cured);

     (c)  by election  of either  party,  if the Closing is not  achieved by the
          Closing  Date,  provided  that  neither  party may  elect  termination
          pursuant  this  section  5.1(c)  if the  failure  to  achieve  Closing
          resulted  solely  from the  electing  party's  failure to satisfy  its
          closing deliveries in accordance with section 4 hereunder.

                                       20
<PAGE>
     (d)  Ukabobs, if there has been a material breach by Verify of any material
          representation,  warranty,  covenant  or  agreement  set forth in this
          Agreement  on the part of Verify  that is not  cured by the  breaching
          party, to the reasonable  satisfaction of Ukabobs, within ten business
          days after  notice of such breach is given by Ukabobs  (except that no
          cure period will be provided for a breach by Verify that by its nature
          cannot be cured); or

     (e)  Verify or  Ukabobs if any  permanent  injunction  or other  order of a
          governmental entity of competent authority preventing the consummation
          of the Transaction contemplated by this Agreement has become final and
          non-appealable.

9.2. Effect of Termination. In the event of the termination of this Agreement as
     provided in Section  9.1,  this  Agreement  will be of no further  force or
     effect,  provided,  however, that section 7.3 (Confidentiality) and section
     11 (Miscellaneous  Provisions) of this Agreement shall survive  termination
     of this  Agreement,  and no  termination of this Agreement will relieve any
     party of liability  for any breaches of this  Agreement  failure to perform
     any obligations that occurred prior to the date of termination.

10. INDEMNIFICATION, REMEDIES, SURVIVAL

10.1.Certain  Definitions.  For the  purposes of this Article 9 the terms "Loss"
     and "Losses" mean any and all demands, claims, actions or causes of action,
     assessments,  losses, damages, Liabilities,  costs, and expenses, including
     without limitation,  interest,  penalties,  fines and reasonable attorneys,
     accountants  and other  professional  fees and expenses,  but excluding any
     indirect,  consequential  or punitive damages suffered by Verify or Ukabobs
     including damages for lost profits or lost business opportunities.

10.2.Agreement of Ukabobs to  Indemnify.  Ukabobs will  indemnify,  defend,  and
     hold harmless,  to the full extent of the law, Verify and its Members from,
     against,  and in respect of any and all Losses asserted  against,  relating
     to,  imposed  upon,  or  incurred  by Verify and its  members by reason of,
     resulting from, based upon or arising out of:

     (a)  the material  breach by Ukabobs of any  representation  or warranty of
          Ukabobs  contained in or made pursuant to this Agreement,  any Ukabobs
          Document or any certificate or other instrument  delivered pursuant to
          this Agreement; or

     (b)  the  material  breach or  material  partial  breach by  Ukabobs of any
          covenant  or  agreement  of  Ukabobs  made  in  or  pursuant  to  this
          Agreement, any Ukabobs Document or any certificate or other instrument
          delivered pursuant to this Agreement.

10.3.Agreement of the Selling  Members to  Indemnify.  The Selling  Members will
     indemnify, defend, and hold harmless, to the full extent of the law, Verify
     and its  members  from,  against,  and in  respect  of any  and all  Losses
     asserted against,  relating to, imposed upon, or incurred by Verify and its
     members by reason of, resulting from, based upon or arising out of:

     (a)  any  material  breach by the  Selling  Members of Section  2.2 of this
          Agreement; or

     (b)  any misstatement,  misrepresentation  or breach of the representations
          and  warranties  made  by the  Selling  Members  contained  in or made
          pursuant to the Regulation S Certificate,  Rule 506 Certificate or the
          Questionnaire  executed  by each  Selling  Member as part of the share
          exchange procedure detailed in Section 2.3 of this Agreement.

10.4.Agreement of Verify to Indemnify.  Verify will indemnify,  defend, and hold
     harmless,  to the full extent of the law,  Ukabobs and the Selling  Members
     from, against,  for, and in respect of any and all Losses asserted against,
     relating to,  imposed upon, or incurred by Ukabobs and the Selling  Members
     by reason of, resulting from, based upon or arising out of:

     (a)  the  breach by  Verify of any  representation  or  warranty  of Verify
          contained in or made pursuant to this  Agreement,  any Verify Document
          or any  certificate  or other  instrument  delivered  pursuant to this
          Agreement; or

                                       21
<PAGE>
     (b)  the breach or partial breach by Verify of any covenant or agreement of
          Verify made in or pursuant to this  Agreement,  any Verify Document or
          any  certificate  or  other  instrument  delivered  pursuant  to  this
          Agreement.

11. MISCELLANEOUS PROVISIONS

11.1.Effectiveness of Representations;  Survival. Each party is entitled to rely
     on the  representations,  warranties  and  agreements  of each of the other
     parties  and all such  representation,  warranties  and  agreement  will be
     effective  regardless of any investigation that any party has undertaken or
     failed to undertake.  Unless otherwise stated in this Agreement, and except
     for instances of fraud, the representations, warranties and agreements will
     survive the Closing  Date and  continue in full force and effect  until one
     (1) year after the Closing Date.

11.2.Further  Assurances.  Each of the parties hereto will  co-operate  with the
     others and  execute  and  deliver to the other  parties  hereto  such other
     instruments  and documents and take such other actions as may be reasonably
     requested from time to time by any other party hereto as necessary to carry
     out, evidence, and confirm the intended purposes of this Agreement.

11.3.Amendment.  This  Agreement  may not be amended  except by an instrument in
     writing signed by each of the parties.

11.4.Expenses.  Verify  will  bear all costs  incurred  in  connection  with the
     preparation,   execution  and   performance   of  this  Agreement  and  the
     Transaction contemplated hereby, including all fees and expenses of agents,
     representatives and accountants; provided that Verify and Ukabobs will bear
     its  respective  legal costs incurred in connection  with the  preparation,
     execution  and   performance   of  this   Agreement  and  the   Transaction
     contemplated hereby.  Notwithstanding the foregoing,  in the event that the
     Closing  does not occur,  each of the parties will be  responsible  for all
     costs (including, but not limited to, financial advisory, accounting, legal
     and other  professional or consulting fees and expenses)  incurred by it in
     connection with the transactions hereby contemplated.

11.5.Entire  Agreement.  This Agreement,  the schedules  attached hereto and the
     other  documents in  connection  with this  transaction  contain the entire
     agreement between the parties with respect to the subject matter hereof and
     supersede all prior arrangements and understandings, both written and oral,
     expressed or implied, with respect thereto. Any preceding correspondence or
     offers are expressly superseded and terminated by this Agreement.

11.6.Notices. All notices and other  communications  required or permitted under
     this  Agreement  must be in  writing  and will be  deemed  given if sent by
     personal  delivery,   faxed  with  electronic   confirmation  of  delivery,
     internationally-recognized  express courier or registered or certified mail
     (return  receipt  requested),  postage  prepaid,  to  the  parties  at  the
     following  addresses  (or at such  other  address  for a  party  as will be
     specified by like notice):

     If to Ukabobs or any of the Selling Members:

     VERIFY SMART CORP.
     564 Wedge Lane.
     Fernley, Nevada 89408

     Attention:
     Fax:
     E-mail:

                                       22
<PAGE>
     To Ukabobs at:

     UKABOBS
     16 South Avenue West, Suite 168
     Cranford, New Jersey 07016

     Attention:
     Fax:
     E-mail:

All such notices and other communications will be deemed to have been received:

     (a)  in the case of personal delivery, on the date of such delivery;

     (b)  in the case of a fax,  when the party  sending  such fax has  received
          electronic confirmation of its delivery;

     (c)  in the case of delivery by internationally-recognized express courier,
          on the business day following dispatch; and

     (d)  in the case of mailing, on the fifth business day following mailing.

11.7.Headings.  The headings  contained in this  Agreement  are for  convenience
     purposes only and will not affect in any way the meaning or  interpretation
     of this Agreement.

11.8.Benefits.  This  Agreement is and will only be construed as for the benefit
     of or enforceable by those persons party to this Agreement.

11.9.Assignment.  This  Agreement  may not be assigned  (except by  operation of
     law) by any party without the consent of the other parties.

11.10.  Governing  Law.  This  Agreement  will be governed by and  construed  in
     accordance  with the laws of the State of Nevada  applicable  to  contracts
     made and to be performed therein.

11.11.  Construction.  The language used in this  Agreement will be deemed to be
     the language  chosen by the parties to express their mutual intent,  and no
     rule of strict construction will be applied against any party.

11.12. Gender.  All  references  to any party will be read with such  changes in
     number and gender as the context or reference requires.

11.13. Business  Days. If the last or appointed day for the taking of any action
     required  or the  expiration  of  any  rights  granted  herein  shall  be a
     Saturday,  Sunday  or a legal  holiday  in the State of  Nevada,  then such
     action may be taken or right may be  exercised on the next  succeeding  day
     which is not a Saturday, Sunday or such a legal holiday.

11.14. Counterparts. This Agreement may be executed in one or more counterparts,
     all of which will be considered  one and the same agreement and will become
     effective  when one or more  counterparts  have been  signed by each of the
     parties and delivered to the other parties,  it being  understood  that all
     parties need not sign the same counterpart.

11.15. Fax  Execution.  This  Agreement  may be executed by delivery of executed
     signature  pages by fax and such fax  execution  will be effective  for all
     purposes.

11.16. Schedules and  Exhibits.  The schedules and exhibits are attached to this
     Agreement and incorporated herein.

                            [SIGNATURE PAGE FOLLOWS]

                                       23
<PAGE>
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.

VERIFY SMART CORP.


Per: /s/ Tony Cinotti
     ---------------------------------
     Tony Cinotti
Its: Director and Authorized Signatory

UKABOBS LLC


Per: /s/ Mitesh Patel
     ---------------------------------
     Mitesh Patel
Its: Member and Authorized Signatory


Per: /s/ Paul DiMarco
     ---------------------------------
     Paul DiMarco
Its: Member and Authorized Signatory

                                       24
<PAGE>
                                   SCHEDULE 1

                         TO THE SHARE PURCHASE AGREEMENT

          AMONG VERIFY SMART CORP., UKABOBS LLC AND THE SELLING MEMBERS
                   AS SET OUT IN THE SHARE PURCHASE AGREEMENT

                               THE SELLING MEMBERS

<TABLE>
<CAPTION>
                                                                Percentage of      Percentage of
                                                                  $100,000           $200,000            Total Number
                                                               Purchase Price      Purchase Price         of Verify
                                              Percentage of    Payable Within      Payable Within        Shares to be
                                                 Ukabob       5 days following   12 months following      issued by
                                               Membership       Execution of         Closing of           Verify on
Name                      Address             Interest Held    this Agreement      this Agreement          Closing
----                      -------             -------------    --------------      --------------          -------
<S>                    <C>                                          <C>                                   <C>
Paul DiMarco           467 Brookside Place,                         43%                                   3,784,000
                       Cranford, NJ

Mitesh Patel           104 Camelot Ct.,                             43%                                   3,784,000
                       Princeton, NJ 08540

Richard S. Langford                                                  5%                                     440,000

Michael McManus                                                      4%                                     352,000

Jeffrey Zambel                                                       2%                                     176,000

Steven R. Suchin       949 Ohio Avenue                               2%                                     176,000
                       Midland, PA 15059

Sachinkumar Patel      17 Ducatel Cres.                            .50%                                      44,000
                       Ajax, ON,
                       L1T0B1, Canada

Siddharth Patel        9 Washburn Street, Apt #2                   .50%                                      44,000
                       Jersey City, NJ 07306                      ----                                    ---------

TOTAL:                                                             100%                                   8,800,000
                                                                  ====                                    =========
</TABLE>

                                       25
<PAGE>
                                   SCHEDULE 1A
                         TO THE SHARE PURCHASE AGREEMENT

          AMONG VERIFY SMART CORP., UKABOBS LLC AND THE SELLING MEMBERS
                   AS SET OUT IN THE SHARE PURCHASE AGREEMENT

ACKNOWLEDGED AND AGREED TO THIS _______ day of __________________, 2012, BY:


----------------------------------------------------------
(Name of Subscriber - Please type or print)

----------------------------------------------------------
(Signature and, if applicable, Office)

----------------------------------------------------------
(Address of Subscriber)

----------------------------------------------------------
(City, State or Province, Postal Code of Subscriber)

----------------------------------------------------------
(Country of Subscriber)

----------------------------------------------------------
(Telephone number of Subscriber)

----------------------------------------------------------
(Social Security/Insurance No. of Subscriber)

                                       26
<PAGE>
                                   SCHEDULE 2

                         TO THE SHARE PURCHASE AGREEMENT

          AMONG VERIFY SMART CORP., UKABOBS LLC AND THE SELLING MEMBERS
                   AS SET OUT IN THE SHARE PURCHASE AGREEMENT

                       CERTIFICATE OF NON-U.S. SHAREHOLDER

In connection with the issuance of common stock (the "Verify  Shares") of Verify
Smart Corp., a Nevada corporation  ("Verify"),  to the undersigned,  pursuant to
that certain Share Purchase  Agreement  dated April19 2012,  (the  "Agreement"),
among Verify, Ukabobs LLC, a New Jersey Limited LiabilityCompany ("Ukabobs") and
the members of Ukabobs as set out in the Agreement  (each, a "Selling  Member"),
the  undersigned  Selling  Member hereby  agrees,  acknowledges,  represents and
warrants that:

     1. the  undersigned is not a "U.S.  Person" as such term is defined by Rule
902 of Regulation S under the United States  Securities  Act of 1933, as amended
("U.S.  Securities  Act") (the definition of which includes,  but is not limited
to,  an  individual  resident  in the U.S.  and an  estate or trust of which any
executor  or  administrator  or trust,  respectively  is a U.S.  Person  and any
partnership  or  corporation  organized  or  incorporated  under the laws of the
U.S.);

     2. none of the Verify Shares have been or will be registered under the U.S.
Securities Act, or under any state securities or "blue sky" laws of any state of
the United  States,  and may not be  offered  or sold in the  United  States or,
directly or indirectly,  to U.S. Persons,  as that term is defined in Regulation
S, except in  accordance  with the  provisions of Regulation S or pursuant to an
exemption  from,  or  in  a  transaction   not  subject  to,  the   registration
requirements  of the U.S.  Securities Act and in compliance  with any applicable
state and foreign securities laws;

     3. the Selling Member  understands  and agrees that offers and sales of any
of the Verify  Shares prior to the  expiration of a period of one year after the
date of original issuance of the Verify Shares (the one year period  hereinafter
referred  to as the  "Distribution  Compliance  Period")  shall  only be made in
compliance  with the safe harbor  provisions set forth in Regulation S, pursuant
to the  registration  provisions  of the  U.S.  Securities  Act or an  exemption
therefrom,  and that all  offers  and sales  after the  Distribution  Compliance
Period shall be made only in compliance with the registration  provisions of the
U.S.  Securities  Act  or an  exemption  therefrom  and in  each  case  only  in
accordance with applicable state and foreign securities laws;

     4. the Selling Member  understands  and agrees not to engage in any hedging
transactions  involving any of the Verify Shares unless such transactions are in
compliance with the provisions of the U.S.  Securities Act and in each case only
in accordance with applicable state and provincial securities laws;

     5. the Selling  Member is acquiring the Verify Shares for  investment  only
and not with a view to resale or  distribution  and,  in  particular,  it has no
intention to distribute  either  directly or indirectly any of the Verify Shares
in the United States or to U.S. Persons;

     6. the Selling  Member has not acquired  the Verify  Shares as a result of,
and will not itself  engage in, any  directed  selling  efforts  (as  defined in
Regulation S under the U.S.  Securities  Act) in the United States in respect of
the Verify Shares which would include any activities  undertaken for the purpose
of, or that could reasonably be expected to have the effect of, conditioning the
market  in the  United  States  for  the  resale  of any of the  Verify  Shares;
provided, however, that the Selling Members may sell or otherwise dispose of the
Verify Shares pursuant to registration thereof under the U.S. Securities Act and
any applicable  state and provincial  securities laws or under an exemption from
such registration requirements;

     7. the statutory  and  regulatory  basis for the exemption  claimed for the
sale of the Verify Shares,  although in technical  compliance with Regulation S,
would not be  available if the offering is part of a plan or scheme to evade the
registration  provisions of the U.S.  Securities Act or any applicable state and
provincial securities laws;

                                       27
<PAGE>
     8. Verify has not undertaken,  and will have no obligation, to register any
of the Verify Shares under the U.S. Securities Act;

     9.  Verify  is  entitled  to  rely  on  the  acknowledgements,  agreements,
representations  and  warranties  and the  statements and answers of the Selling
Member contained in the Agreement and this  Certificate,  and the Selling Member
will hold  harmless  Verify  from any loss or damage  either one may suffer as a
result  of  any  such  acknowledgements,   agreements,   representations  and/or
warranties made by the Selling Member not being true and correct;

     10. the undersigned has been advised to consult their own respective legal,
tax and other  advisors with respect to the merits and risks of an investment in
the Verify Shares and, with respect to applicable resale restrictions, is solely
responsible  (and  Verify is not in any way  responsible)  for  compliance  with
applicable resale restrictions;

     11. the undersigned and the undersigned's  advisor(s) have had a reasonable
opportunity  to ask  questions of and receive  answers from Verify in connection
with the  acquisition  of the Verify Shares under the  Agreement,  and to obtain
additional information,  to the extent possessed or obtainable by Verify without
unreasonable effort or expense;

     12. the books and records of Verify were available upon  reasonable  notice
for  inspection,   subject  to  certain  confidentiality  restrictions,  by  the
undersigned during reasonable  business hours at its principal place of business
and that all documents,  records and books in connection with the acquisition of
the Verify Shares under the Agreement have been made available for inspection by
the undersigned, the undersigned's attorney and/or advisor(s);

     13. the undersigned:

          (a) is knowledgeable of, or has been independently  advised as to, the
applicable  securities laws of the securities  regulators having  application in
the  jurisdiction  in which the  undersigned  is  resident  (the  "International
Jurisdiction") which would apply to the acquisition of the Verify Shares;

          (b) the  undersigned  is  acquiring  the  Verify  Shares  pursuant  to
exemptions  from  prospectus  or  equivalent   requirements   under   applicable
securities laws or, if such is not  applicable,  the undersigned is permitted to
acquire the Verify Shares under the applicable securities laws of the securities
regulators  in the  International  Jurisdiction  without the need to rely on any
exemptions;

          (c)  the  applicable   securities  laws  of  the  authorities  in  the
International Jurisdiction do not require Verify to make any filings or seek any
approvals  of any kind  whatsoever  from any  securities  regulator  of any kind
whatsoever in the  International  Jurisdiction  in connection with the issue and
sale or resale of the Verify Shares; and

          (d) the acquisition of the Verify Shares by the  undersigned  does not
trigger:

               (i) any  obligation  to prepare and file a prospectus  or similar
document, or any other report with respect to such purchase in the International
Jurisdiction; or

               (ii) any continuous  disclosure reporting obligation of Verify in
the International Jurisdiction; and

               the undersigned will, if requested by Verify, deliver to Verify a
               certificate  or opinion of local  counsel from the  International
               Jurisdiction  which  will  confirm  the  matters  referred  to in
               Sections  13(c) and 13(d)  above to the  satisfaction  of Verify,
               acting reasonably;

     14. the  undersigned  (i) is able to fend for itself in connection with the
acquisition  of the Verify  Shares;  (ii) has such  knowledge and  experience in
business  matters  as to be capable  of  evaluating  the merits and risks of its
prospective  investment in the Verify Shares;  and (iii) has the ability to bear
the economic  risks of its  prospective  investment  and can afford the complete
loss of such investment;

                                       28
<PAGE>
     15. the undersigned is not aware of any  advertisement of any of the Verify
Shares and is not acquiring the Verify Shares as a result of any form of general
solicitation or general advertising including advertisements,  articles, notices
or other communications published in any newspaper, magazine or similar media or
broadcast  over radio or television,  or any seminar or meeting whose  attendees
have been invited by general solicitation or general advertising;

     16.  no  person  has  made  to  the   undersigned   any   written  or  oral
representations:

          (a) that any  person  will  resell  or  repurchase  any of the  Verify
Shares;

          (b) that any  person  will  refund  the  purchase  price of any of the
Verify Shares;

          (c) as to the future price or value of any of the Verify Shares; or

          (d) that any of the  Verify  Shares  will be  listed  and  posted  for
trading on any stock  exchange  or  automated  dealer  quotation  system or that
application has been made to list and post any of the Verify Shares on any stock
exchange or automated dealer  quotation  system,  except that currently  certain
market  makers  make market in the common  shares of Verify on the OTC  Bulletin
Board;

     17. none of the Verify Shares are listed on any stock exchange or automated
dealer quotation system and no  representation  has been made to the undersigned
that any of the  Verify  Shares  will  become  listed on any stock  exchange  or
automated dealer quotation  system,  except that currently certain market makers
make market in the common shares of Verify on the OTC Bulletin Board;

     18.  the  undersigned  is outside  the United  States  when  receiving  and
executing  this  Agreement  and is acquiring  the Verify Shares as principal for
their own account, for investment purposes only, and not with a view to, or for,
resale,  distribution or fractionalization  thereof, in whole or in part, and no
other person has a direct or indirect beneficial interest in the Verify Shares;

     19.  neither  the  SEC nor  any  other  securities  commission  or  similar
regulatory authority has reviewed or passed on the merits of the Verify Shares;

     20. the Verify Shares are not being acquired,  directly or indirectly,  for
the account or benefit of a U.S. Person or a person in the United States;

     21. the  undersigned  acknowledges  and agrees that Verify  shall refuse to
register  any  transfer  of  Verify  Shares  not  made in  accordance  with  the
provisions of Regulation S, pursuant to registration  under the U.S.  Securities
Act, or pursuant to an  available  exemption  from  registration  under the U.S.
Securities Act;

     22. the undersigned understands and agrees that the Verify Shares will bear
the following legend:

     "THE  SECURITIES  REPRESENTED  HEREBY  HAVE  BEEN  OFFERED  IN AN  OFFSHORE
     TRANSACTION  TO A  PERSON  WHO IS NOT A U.S.  PERSON  (AS  DEFINED  HEREIN)
     PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
     AMENDED (THE "1933 ACT").

     NONE OF THE SECURITIES  REPRESENTED  HEREBY HAVE BEEN REGISTERED  UNDER THE
     1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY
     NOT BE OFFERED OR SOLD,  DIRECTLY OR  INDIRECTLY,  IN THE UNITED STATES (AS
     DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS
     OF REGULATION S UNDER THE 1933 ACT,  PURSUANT TO AN EFFECTIVE  REGISTRATION
     STATEMENT  UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE  EXEMPTION FROM,
     OR IN A TRANSACTION  NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE
     1933  ACT AND IN  EACH  CASE  ONLY  IN  ACCORDANCE  WITH  APPLICABLE  STATE
     SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
     MAY NOT BE  CONDUCTED  UNLESS  IN  COMPLIANCE  WITH THE 1933  ACT.  "UNITED
     STATES"  AND "U.S.  PERSON" ARE AS DEFINED BY  REGULATION  S UNDER THE 1933
     ACT."

                                       29
<PAGE>
     23. the address of the  undersigned  included herein is the sole address of
the undersigned as of the date of this certificate.

IN WITNESS WHEREOF, I have executed this Certificate of Non-U.S. Shareholder.

Date:                         , 2012
     -------------------------


-------------------------------------------------
Signature

-------------------------------------------------
Print Name

-------------------------------------------------
Title (if applicable)

-------------------------------------------------
Address

-------------------------------------------------


                                       30
<PAGE>
                                   SCHEDULE 3

                         TO THE SHARE PURCHASE AGREEMENT

          AMONG VERIFY SMART CORP., UKABOBS LLC AND THE SELLING MEMBER
                   AS SET OUT IN THE SHARE PURCHASE AGREEMENT

                   CERTIFICATE OF ACCREDITED U.S. SHAREHOLDER

In connection with the issuance of common stock (the "Verify  Shares") of Verify
Smart Corp., a Nevada corporation  ("Verify"),  to the undersigned,  pursuant to
that certain Share Exchange Agreement dated ____, 2012. (the "Agreement"), among
Verify, Ukabobs LLC., a New Jersey Limited Liability Company ("Ukabobs") and the
members of Ukabobs as set out in the Agreement (each, a "Selling  Member"),  the
undersigned Selling Member hereby agrees, acknowledges,  represents and warrants
that:

         1.  the  undersigned  satisfies  one  or  more  of  the  categories  of
"Accredited Investors",  as defined by Regulation D promulgated under the United
States  Securities  Act of 1933,  as amended  (the "U.S.  Securities  Act"),  as
indicated below: (Please initial in the space provide those categories,  if any,
of an "Accredited Investor" which the undersigned satisfies.)

_______ Category 1  An organization described in Section 501(c)(3) of the United
                    States Internal Revenue Code, a corporation, a Massachusetts
                    or similar business trust or partnership, not formed for the
                    specific purpose of acquiring the Shares,  with total assets
                    in excess of US $5,000,000. -

_______ Category 2  A natural person whose  individual  net worth,  or joint net
                    worth with that  person's  spouse,  on the date of  purchase
                    exceeds US $1,000,000.

_______ Category 3  A natural  person who had an individual  income in excess of
                    US $200,000  in each of the two most  recent  years or joint
                    income with that person's spouse in excess of US $300,000 in
                    each of those  years  and has a  reasonable  expectation  of
                    reaching the same income level in the current year.

_______ Category 4  A "bank" as defined under Section  (3)(a)(2) of the 1933 Act
                    or savings  and loan  association  or other  institution  as
                    defined in Section  3(a)(5)(A) of the  Securities Act acting
                    in its  individual  or fiduciary  capacity;  a broker dealer
                    registered pursuant to Section 15 of the SECURITIES EXCHANGE
                    ACT OF 1934 (United States); an insurance company as defined
                    in  Section  2(13) of the 1933 Act;  an  investment  company
                    registered under the INVESTMENT  COMPANY ACT OF 1940 (United
                    States)  or a  business  development  company  as defined in
                    Section  2(a)(48) of such Act; a Small  Business  Investment
                    Company  licensed by the U.S. Small Business  Administration
                    under Section 301(c) or (d) of the SMALL BUSINESS INVESTMENT
                    ACT OF 1958  (United  States);  a plan with total  assets in
                    excess of $5,000,000  established and maintained by a state,
                    a   political   subdivision   thereof,   or  an   agency  or
                    instrumentality  of  a  state  or  a  political  subdivision
                    thereof,  for the  benefit  of its  employees;  an  employee
                    benefit plan within the meaning of the  EMPLOYEE  RETIREMENT
                    INCOME SECURITY ACT OF 1974 (United States) whose investment
                    decisions  are  made  by a plan  fiduciary,  as  defined  in
                    Section 3(21) of such Act,  which is either a bank,  savings
                    and  loan  association,   insurance  company  or  registered
                    investment  adviser,  or if the  employee  benefit  plan has
                    total assets in excess of

                    $5,000,000,  or, if a self-directed  plan,  whose investment
                    decisions  are made  solely by persons  that are  accredited
                    investors.

                                       31
<PAGE>
_______ Category  5 A private business development company as defined in Section
                    202(a)(22)  of the  INVESTMENT  ADVISERS ACT OF 1940 (United
                    States).

_______ Category 6  A director or executive officer of the Company. -

_______ Category 7  A trust  with  total  assets in excess  of  $5,000,000,  not
                    formed for the  specific  purpose of  acquiring  the Shares,
                    whose  purchase  is directed  by a  sophisticated  person as
                    described in Rule 506(b)(2)(ii) under the 1933 Act. -

_______ Category 8  An entity  in which all of the  equity  owners  satisfy  the
                    requirements of one or more of the foregoing categories.

Note that for any of the  Selling  Member  claiming  to satisfy one of the above
categories of  Accredited  Investor may be required to supply the Company with a
balance  sheet,  prior years'  federal  income tax returns or other  appropriate
documentation  to  verify  and  substantiate  the  Subscriber's   status  as  an
Accredited Investor.

If the Selling Member is an entity which  initialed  Category 8 in reliance upon
the  Accredited  Investor  categories  above,  state  the name,  address,  total
personal  income from all sources for the previous  calendar  year,  and the net
worth  (exclusive of home, home  furnishings and personal  automobiles) for each
equity owner of the said entity:

     2. none of the Verify Shares have been or will be registered under the U.S.
Securities Act, or under any state securities or "blue sky" laws of any state of
the United  States,  and may not be  offered  or sold in the  United  States or,
directly or indirectly,  to U.S. Persons,  as that term is defined in Regulation
S, except in  accordance  with the  provisions of Regulation S or pursuant to an
exemption  from,  or  in  a  transaction   not  subject  to,  the   registration
requirements  of the U.S.  Securities Act and in compliance  with any applicable
state and foreign securities laws;

     3. the Selling Member  understands  and agrees that offers and sales of any
of the Verify  Shares  shall be made only in  compliance  with the  registration
provisions of the U.S. Securities Act or an exemption therefrom and in each case
only in accordance with applicable state and foreign securities laws;

     4. the Selling Member  understands  and agrees not to engage in any hedging
transactions  involving any of the Verify Shares unless such transactions are in
compliance with the provisions of the U.S.  Securities Act and in each case only
in accordance with applicable state and provincial securities laws;

     5. the Selling  Member is acquiring the Verify Shares for  investment  only
and not with a view to resale or  distribution  and,  in  particular,  it has no
intention to distribute  either  directly or indirectly any of the Verify Shares
in the United States or to U.S. Persons;

     6. Verify has not undertaken,  and will have no obligation, to register any
of the Verify Shares under the U.S. Securities Act;

     7.  Verify  is  entitled  to  rely  on  the  acknowledgements,  agreements,
representations  and  warranties  and the  statements and answers of the Selling
Member contained in the Agreement and this  Certificate,  and the Selling Member
will hold  harmless  Verify  from any loss or damage  either one may suffer as a
result  of  any  such  acknowledgements,   agreements,   representations  and/or
warranties made by the Selling Member not being true and correct;

                                       32
<PAGE>
     8. the undersigned has been advised to consult their own respective  legal,
tax and other  advisors with respect to the merits and risks of an investment in
the Verify Shares and, with respect to applicable resale restrictions, is solely
responsible  (and  Verify is not in any way  responsible)  for  compliance  with
applicable resale restrictions;

     9. the undersigned and the  undersigned's  advisor(s) have had a reasonable
opportunity  to ask  questions of and receive  answers from Verify in connection
with the  acquisition  of the Verify Shares under the  Agreement,  and to obtain
additional information,  to the extent possessed or obtainable by Verify without
unreasonable effort or expense;

     10. the books and records of Verify were available upon  reasonable  notice
for  inspection,   subject  to  certain  confidentiality  restrictions,  by  the
undersigned during reasonable  business hours at its principal place of business
and that all documents,  records and books in connection with the acquisition of
the Verify Shares under the Agreement have been made available for inspection by
the undersigned, the undersigned's attorney and/or advisor(s);

     11. the undersigned:

     (a)  is  knowledgeable  of, or has been  independently  advised  as to, the
          applicable   securities  laws  of  the  securities  regulators  having
          application in the  jurisdiction  in which the undersigned is resident
          (the   "International   Jurisdiction")   which   would  apply  to  the
          acquisition of the Verify Shares;

     (b)  the  undersigned is acquiring the Verify Shares pursuant to exemptions
          from prospectus or equivalent requirements under applicable securities
          laws or, if such is not  applicable,  the  undersigned is permitted to
          acquire the Verify Shares under the applicable  securities laws of the
          securities  regulators in the International  Jurisdiction  without the
          need to rely on any exemptions;

     (c)  the applicable securities laws of the authorities in the International
          Jurisdiction  do not  require  Verify to make any  filings or seek any
          approvals of any kind whatsoever from any securities  regulator of any
          kind whatsoever in the  International  Jurisdiction in connection with
          the issue and sale or resale of the Verify Shares; and

     (d)  the  acquisition  of the  Verify  Shares by the  undersigned  does not
          trigger:

          (i)  any  obligation  to  prepare  and file a  prospectus  or  similar
               document,  or any other report with  respect to such  purchase in
               the International Jurisdiction; or

          (ii) any continuous  disclosure  reporting obligation of Verify in the
               International ( Jurisdiction; and

          the  undersigned  will,  if requested  by Verify,  deliver to Verify a
          certificate  or  opinion  of  local  counsel  from  the  International
          Jurisdiction  which will  confirm the matters  referred to in Sections
          11(c)  and  11(d)  above  to  the   satisfaction  of  Verify,   acting
          reasonably;

     12. the  undersigned  (i) is able to fend for itself in connection with the
acquisition  of the Verify  Shares;  (ii) has such  knowledge and  experience in
business  matters  as to be capable  of  evaluating  the merits and risks of its
prospective  investment in the Verify Shares;  and (iii) has the ability to bear
the economic  risks of its  prospective  investment  and can afford the complete
loss of such investment;

     13. the undersigned is not aware of any  advertisement of any of the Verify
Shares and is not acquiring the Verify Shares as a result of any form of general
solicitation or general advertising including advertisements,  articles, notices
or other communications published in any newspaper, magazine or similar media or
broadcast  over radio or television,  or any seminar or meeting whose  attendees
have been invited by general solicitation or general advertising;

                                       33
<PAGE>
     14.  no  person  has  made  to  the   undersigned   any   written  or  oral
representations:

     (a)  that any person will resell or repurchase any of the Verify Shares;

     (b)  that any person  will refund the  purchase  price of any of the Verify
          Shares;

     (c)  as to the future price or value of any of the Verify Shares; or

     (d)  that any of the Verify Shares will be listed and posted for trading on
          any  stock  exchange  or  automated  dealer  quotation  system or that
          application has been made to list and post any of the Verify Shares on
          any stock exchange or automated dealer quotation  system,  except that
          currently  certain  market  makers make market in the common shares of
          Verify on the OTC Bulletin Board;

     15. none of the Verify Shares are listed on any stock exchange or automated
dealer quotation system and no  representation  has been made to the undersigned
that any of the  Verify  Shares  will  become  listed on any stock  exchange  or
automated dealer quotation  system,  except that currently certain market makers
make market in the common shares of Verify on the OTC Bulletin Board;

     16. the  undersigned  is acquiring the Verify Shares as principal for their
own  account,  for  investment  purposes  only,  and not with a view to, or for,
resale,  distribution or fractionalization  thereof, in whole or in part, and no
other person has a direct or indirect beneficial interest in the Verify Shares;

     17.  neither  the  SEC nor  any  other  securities  commission  or  similar
regulatory authority has reviewed or passed on the merits of the Verify Shares;

     18. the  undersigned  acknowledges  and agrees that Verify  shall refuse to
register  any  transfer  of  Verify  Shares  not  made in  accordance  with  the
provisions of Regulation S, pursuant to registration  under the U.S.  Securities
Act, or pursuant to an  available  exemption  from  registration  under the U.S.
Securities Act;

     19. the undersigned understands and agrees that the Verify Shares will bear
the following legend:

     "NONE OF THE SECURITIES  REPRESENTED  HEREBY HAVE BEEN REGISTERED UNDER THE
     UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),  OR ANY
     U.S. STATE SECURITIES  LAWS, AND, UNLESS SO REGISTERED,  MAY NOT BE OFFERED
     OR SOLD,  DIRECTLY OR INDIRECTLY,  IN THE UNITED STATES (AS DEFINED HEREIN)
     OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
     UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER
     THE  1933  ACT,  OR  PURSUANT  TO  AN  AVAILABLE  EXEMPTION  FROM,  OR IN A
     TRANSACTION NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE 1933 ACT
     AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE  STATE SECURITIES LAWS.
     IN ADDITION,  HEDGING  TRANSACTIONS  INVOLVING  THE  SECURITIES  MAY NOT BE
     CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
     PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."

     20. the address of the  undersigned  included herein is the sole address of
the undersigned as of the date of this certificate.

IN WITNESS WHEREOF, I have executed this Certificate of U.S. Shareholder.

Date:                            , 2010.
     ----------------------------


--------------------------------------------
Signature

--------------------------------------------
Print Name

--------------------------------------------
Title (if applicable)

--------------------------------------------
Address

--------------------------------------------


                                       34
<PAGE>
                                   SCHEDULE 3A

                         TO THE SHARE PURCHASE AGREEMENT

          AMONG VERIFY SMART CORP., UKABOBS LLC AND THE SELLING MEMBER
                   AS SET OUT IN THE SHARE PURCHASE AGREEMENT

                 CERTIFICATE OF NON-ACCREDITED U.S. SHAREHOLDER

All  capitalized  terms  herein,  unless  otherwise  defined,  have the meanings
ascribed  thereto  in the  subscription  between  Verify  Smart  Corp.  and  the
undersigned Selling Member.

This  Questionnaire  is for use by a Selling  Member who is a US person (as that
term is defined  Regulation S of the United States  Securities  Act of 1933 (the
"1933  Act"))in  connection  with the  issuance  of common  stock  (the  "Verify
Shares")  of  Verify  Smart  Corp.,  a  Nevada  corporation  ("Verify"),  to the
undersigned, pursuant to that certain Share Exchange Agreement dated ____, 2012.
(the  "Agreement"),  among Verify,  Ukabobs LLC., a New Jersey Limited Liability
Company  ("Ukabobs")  and the  members of  Ukabobs  as set out in the  Agreement
(each,  a "Selling  Member").  The  purpose of this  Questionnaire  is to assure
Verify that the Selling  Member will meet the standards  imposed by the 1933 Act
and the appropriate  exemptions of applicable state securities laws. Verify will
rely on the information contained in this Questionnaire for the purposes of such
determination.  The  Securities  will not be  registered  under  the 1933 Act in
reliance upon the exemption  from  registration  afforded by Section 4(2) of the
1933 Act and Rule 506 of Regulation D promulgated thereunder. This Questionnaire
is not an offer of  Securities  or any other  securities  of Verify in any state
other than those specifically authorized by the Issuer.

All information contained in this Questionnaire will be treated as confidential.
However, by signing and returning this Questionnaire,  the Selling Member agrees
that, if necessary,  this  Questionnaire may be presented to such parties as the
Verify deems  appropriate to establish the  availability,  under the 1933 Act or
applicable  state  securities law, of exemption from  registration in connection
with the issuance of the Securities hereunder.

Please attach additional pages if necessary to answer any question fully.

REPRESENTATIONS OF SELLING MEMBER

This item is presented in alternative form. Please initial in the space provided
the applicable alternative.

_____ 1.  ALTERNATIVE ONE: The Selling Member covenants, represents and warrants
          to verify that it has such  knowledge and  experience in financial and
          business  matters that it is capable of evaluating the relative merits
          and risks of an  investment  in the  Securities  and Issuer and is not
          utilizing a Purchaser  Representative  in connection  with  evaluating
          such merits and risks. The Selling Member is providing evidence of its
          knowledge  and  experience in these  matters  through the  information
          requested below in this Questionnaire; or

_____ 2.  ALTERNATIVE TWO: The Selling Member covenants, represents and warrants
          to  Verify  that it has  chosen  to use the  services  of a  Purchaser
          Representative acceptable to the Selling Member in connection with the
          Selling  Member's  acquisition of the  Securities.  The Selling Member
          hereby  acknowledges  that the  person  named  below is its  Purchaser
          Representative  who will  assist  and  advise  the  Selling  Member in
          evaluating the merits and risks of an investment in the Securities and
          Verify and affirms that such Purchaser  Representative  has previously
          disclosed in writing any material relationship that exists between the
          Purchaser  Representative  (or  its  affiliates)  and  Verify  (or its
          affiliates) that is mutually  understood to be  contemplated,  or that
          has  existed  at any time  during  the  previous  two  years,  and any
          compensation   received  or  to  be  received  as  a  result  of  such
          relationship.

                                       35
<PAGE>

--------------------------------------------------------------------------------
(name of Purchaser Representative)

--------------------------------------------------------------------------------
(address of Purchaser Representative)

If the Selling Member utilizes a Purchaser  Representative,  this  Questionnaire
must  be  accompanied  by  a  completed  and  signed  Purchaser   Representative
Questionnaire, a copy of which can be obtained from Verify upon request; and

3.   The Selling Member further  acknowledges being furnished with the following
     specified information a reasonable time prior to purchase of the Securities
     and  acknowledges  reviewing  Verify's  public record  available on the SEC
     website at www.sec.gov:

     (i)  Verify's Quarterly Report on Form 10-Q for the quarter ended March 31,
          2012,

     (ii) Verify's Annual Report on Form 10-K for the year ended June 30, 2011;

     (iii) Verify's Annual Report on Form 10-K for the year ended June 30, 2010;

     (iv) the  audited  financial  statements  of Ukabobs LLC for the year ended
          December 31, 2011;

     (v)  the  audited  financial  statements  of Ukabobs LLC for the year ended
          December 31, 2010;

     (vi) the  unaudited  financial  statements  of Ukabobs  LLC for the quarter
          ended March 31, 2012;

     (vii)a brief  description  of the  Securities  being  distributed,  and any
          material  changes in Verify's  affairs  that are not  disclosed in the
          documents furnished; and

4.   The Selling Member further  acknowledges that at a reasonable time prior to
     the acquisition of the Securities,  it has been afforded the opportunity to
     ask questions and receive  answers  concerning  the terms and conditions of
     the  offering  and  to  obtain  any  additional  information  which  Verify
     possesses  or can acquire  without  unreasonable  effort or expense that is
     necessary to verify the accuracy of the information furnished.

FOR INDIVIDUAL SELLING MEMBERS

1. Name:
        ------------------------------------------------------------------------

2. Residential Address & Telephone Number:
                                          --------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

3. Length of Residence in State of Residence:
                                             -----------------------------------

4. U.S. Citizen: _____ Yes _____ No

5. Social Security Number:
                          ------------------------------------------------------

                                       36
<PAGE>
6. Business Address & Telephone Number:
                                       -----------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

7. Preferred Mailing Address: _____ Residence _____  Business

8. Other:
         -----------------------------------------------------------------------

9. Date of Birth:
                 ---------------------------------------------------------------

10. Employer and Position:
                          ------------------------------------------------------

11. Name of Business:
                     -----------------------------------------------------------

12. Business or Professional Education and Degrees:

School                             Degree                        Year Received

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

13. Prior Employment (last 5 years):

Employer                      Nature of Duties               Dates of Employment

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

FOR INVESTORS THAT ARE CORPORATIONS, PARTNERSHIPS, TRUSTS OR OTHER ENTITIES

15. Name:
         -----------------------------------------------------------------------

16. Address of Principal
    Office:
           ---------------------------------------------------------------------

17. Telephone:
             -------------------------------------------------------------------

18. Date and State of Incorporation or
    Organization:
                 ---------------------------------------------------------------

--------------------------------------------------------------------------------

19. Taxpayer Identification Number:
                                   ---------------------------------------------

                                       37
<PAGE>
20. Nature of Business:
                       ---------------------------------------------------------

21. Individual Authorized to Execute this Questionnaire  (indicate name and
    office):
            --------------------------------------------------------------------

--------------------------------------------------------------------------------

FOR ALL INVESTORS

22. Relationship to Verify, if any:

--------------------------------------------------------------------------------

23. Is the Selling Member an officer of director of a publicly-held company?

    ____ Yes   _____ No

    If yes, specify company:
                            ----------------------------------------------------

24. Does the Selling Member beneficially own 10% or more of the voting
    securities of a publicly-held company?

    ____ Yes   _____ No

    If yes, specify company:
                            ----------------------------------------------------

25. Within the last 5 years, has the Selling Member personally  invested in
    investments  sold  by  means  of  private  placements  in  reliance  on
    exemptions from  registration  under the 1933 Act and State  securities
    laws?

    ____ Yes   _____ No

26. Prior  investments  by the  Selling  Member  which  were  purchased  in
    reliance on exemptions from  registration  under the 1933 Act and State
    securities laws (initial the highest number applicable):

Amount (Cumulative)

Real Estate:

None: _____  Up to $50,000 _____  $50,000 to $250,000 _____ Over $250,000 _____

Securities:

None: _____  Up to $50,000 _____  $50,000 to $250,000 _____ Over $250,000 _____

Other:

None: _____  Up to $50,000 _____  $50,000 to $250,000 _____ Over $250,000 _____

27. Does  the  Selling  Member   consider  itself  to  be  an  experienced  and
    sophisticated investor?

    ____ Yes  _____ No

    If so,  please  provide  evidence of investment  sophistication  and/or
    experience:

    ----------------------------------------------------------------------------

    ----------------------------------------------------------------------------

                                       38
<PAGE>
28. Does the  Selling  Member,  or any person  authorized  to execute  this
    Questionnaire, consider itself to have such knowledge of Verify and its
    business  and such  experience  in financial  and  business  matters to
    enable it to  evaluate  the  merits and risks of an  investment  in the
    Securities   and  Verify,   should  the  Selling  Member  be  given  an
    opportunity to so invest?

    ____ Yes  _____ No

29. If the Selling  Member is an  individual,  please  indicate the Selling
    Member's  and  his/her  spouse's   combined  gross  income  during  the
    preceding two years (initial the highest number applicable):

             2006                                           2007

    _____    Less than $75,000                  _____    Less than $75,000

    _____    $75,001 to $100,000                _____    $75,001 to $100,000

    _____    $100,001 to $200,000               _____    $100,001 to $200,000

    _____    $200,001 to $300,000               _____    $200,001 to $300,000

    _____    $Over $300,000                     _____    $Over $300,000

30. If the Selling  Member is an  individual,  please  indicate the Selling
    Member's and his/her spouse's  combined  estimated net worth (exclusive
    of home,  home  furnishings  and  personal  automobiles)  (initial  the
    highest number applicable):

    _____    Less than $100,000                 _____    $300,0001 to $500,000

    _____    $100,001 to $200,000               _____    $500,001 to $1,000,000

    _____    $200,001 to $300,000               _____    Over $1,000,000

31. Regardless of the amount of the proposed investment:

     (a)  Will the Selling Member's proposed investment exceed 10% of its
          individual net worth, or the Selling Member's joint net worth with its
          spouse as determined in subparagraph 33 above?

          _____ Yes   _____ No

     (b)  Will the Selling Member be able to bear the economic risk of its
          investment in this transaction?

          _____ Yes   _____ No

32. If the  Selling  Member  does not  qualify as an  Accredited  Investor,
    please provide answers to the following questions (Accredited Investors
    may omit answers to this paragraph).

     (a)  State total assets of the Selling Member, including cash, stocks and
          bonds, automobiles, real estate, and any other assets:

          $
           ---------------------------------------------------------------------

                                       39
<PAGE>
     (b)  State total liabilities of the Selling Member including real estate
          indebtedness, accounts payable, taxes payable and any other
          liabilities:

          $
           ---------------------------------------------------------------------

     (c)  State annual income of the Selling Member including salary, securities
          income, rental income and any other income:

          $
           ---------------------------------------------------------------------

     (d)  State annual expenses of the Selling Member, excluding ordinary living
          expenses, including real estate payments, rent, property taxes and
          other expenses:

          $
           ---------------------------------------------------------------------

     (e)  Does the Selling Member expect the amount of its assets, liabilities,
          income and expenses, as stated above, to be subject to significant
          change in the future:

          ____ Yes   _____  No

          If yes, explain:

          ----------------------------------------------------------------------

FOR ALL SELLING MEMBERS

33. SELLING MEMBER'S ACKNOWLEDGEMENTS. The Selling Member acknowledges and
agrees (on its own behalf and, if applicable, on behalf of each beneficial
purchaser for whom the Selling Member is contracting hereunder) with Verify, the
U.S. Affiliates and the Agents (which acknowledgements and agreements shall
survive the Closing) that:

     (a)  no agency, governmental authority, regulatory body, stock exchange or
          other entity has made any finding or determination as to the merit for
          investment of, nor have any such agencies or governmental authorities,
          regulatory bodies, stock exchanges or other entities made any
          recommendation or endorsement with respect to, the Securities;

     (b)  the sale and delivery of the Securities is conditional upon such sale
          being exempt from the prospectus filing and registration requirements,
          and being exempt from the requirement to deliver an offering
          memorandum in connection with the distribution of the Securities under
          the applicable securities laws or upon the issuance of such orders,
          consents or approvals as may be required to permit such sale without
          the requirement of filing a prospectus or registration statement;

     (c)  none of the Securities have been or will be registered under the 1933
          Act or the securities laws of any state and the Securities may not be
          offered or sold, directly or indirectly, in the United States to, or
          for the account or benefit of, a U.S. Person or a person in the United
          States unless registered under the 1933 Act and the securities laws of
          all applicable states or unless an exemption from such registration
          requirements is available, and Verify has no obligation or present
          intention of filing a registration statement under the U.S. Securities
          Act in respect of any of the Securities ;

     (d)  the Selling Member may not offer, sell or transfer the Securities
          within the United States or to, or for the account or benefit of, a
          U.S. Person, unless the Securities are registered under the 1933 Act
          and the securities laws of all applicable states or an exemption from
          such registration requirements is available;

                                       40
<PAGE>
     (e)  the acquisition of the Securities has not been made through or as a
          result of any "general solicitation or general advertising" (as such
          terms are used in Rule 502(c) of Regulation D) the distribution of the
          Securities has not been accompanied by any advertisement, including,
          without limitation, in printed public media, radio, television or
          telecommunications, including electronic display, or as part of a
          general solicitation;

     (f)  the certificates evidencing the Securities will bear a legend, and the
          certificates evidencing the Warrant Shares may bear a legend,
          regarding restrictions on transfer as required pursuant to applicable
          Securities Laws, including applicable federal and state securities
          laws of the United States;

     (g)  Verify is relying on an exemption from the requirements to provide the
          Selling Member with a prospectus or registration statement and to sell
          securities through a person or company registered to sell securities
          under the securities laws or other applicable securities legislation
          and, as a consequence of acquiring Securities pursuant to this
          exemption, certain protections, rights and remedies provided by the
          securities laws or other applicable securities legislation including
          statutory rights of rescission or damages, will not be available to
          the Selling Member; and

     (h)  no person has made to the Selling Member any written or oral
          representations:

          (i)  that any person will resell or repurchase the Securities ;

          (ii) that any person will refund the purchase price of the Securities
               ; or

          (iii) as to the future price or value of any of the Securities .

FOR ALL SELLING MEMBERS

34. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Selling Member hereby
represents and warrants to, and covenants with Verify which representations,
warranties and covenants shall survive the Closing, that as at the execution
date of certificate and the Closing Date:

     (a)  it acknowledges that Verify has not filed a prospectus or registration
          statement with any of the securities regulators or any other
          securities commission or similar authority in connection with the
          distribution of the Securities and that:

          (i)  the Selling Member is restricted from using most of the civil
               remedies available under the applicable securities laws;

          (ii) the Selling Member may not receive information that would
               otherwise be required to be provided to him under the applicable
               securities laws;

          (iii) the Selling Member is relieved from certain obligations that it
               would otherwise be required to give if it provided a prospectus
               or registration statement under the applicable securities laws;
               and

          (iv) the issuance and sale of the Securities to the Selling Member is
               subject to the sale being exempt from the prospectus and
               registration requirements of the applicable securities laws.

     (b)  the Selling Member further acknowledges that:

                                       41
<PAGE>
          (i)  no securities commission or similar regulatory authority has
               reviewed or passed on the merits of the Securities ;

          (ii) there is no government or other insurance covering the Securities
               ;

          (iii) there are risks associated with the purchase of the Securities ;
               and

          (iv) there are restrictions on the Selling Member's (or beneficial
               purchaser's, if applicable) ability to re-sell the Securities and
               it is the responsibility of the Selling Member to find out what
               those restrictions are and to comply with them before selling the
               Securities;

     (c)  if required by applicable Securities Laws, and any other applicable
          law the Selling Member will execute, deliver, file and otherwise
          assist Verify in filing such reports, undertakings and other documents
          with respect to the issuance of the Securities as may be required.

     (d)  The Selling Member understands that the Securities are restricted
          securities (as defined in Rule 144 under the 1933 Act) and agrees that
          if it decides to offer, sell or otherwise transfer the Securities, it
          will not offer, sell or otherwise transfer any of such securities
          directly or indirectly, unless:

          (i)  the transfer is to Verify;

          (ii) The transfer is outside the United States in a transaction
               meeting the requirements of Rule 904 of Regulation S under the
               1933 Act ("REGULATION S") and in compliance with applicable local
               laws and regulations of the jurisdiction(s) in which such sale is
               made;

          (iii) the transfer is made pursuant to the exemption from t he
               registration requirements under the 1933 Act provided by Rule 144
               thereunder, if available, and in accordance with applicable state
               securities laws; or

          (iv) the Securities are transferred in a transaction that does not
               require registration under the 1933 Act or any applicable state
               securities laws, and the Selling Member has prior to such sale
               furnished to Verify an opinion of counsel of recognized standing
               or other evidence of exemption, in either case reasonably
               satisfactory to Verify; and

     (e)  the Selling Member understands and acknowledges that upon the issuance
          thereof, and until such time as the same is no longer required under
          the applicable requirements of the 1933 Act or applicable U.S. state
          securities laws and regulations, the certificates representing the
          Securities, and all securities issued in exchange therefore or in
          substitution thereof, will bear a legend in substantially the
          following form:

     "THE SECURITIES REPRESENTED HEREBY (and if a warrant, the legend shall
     include the following: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF)
     HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
     AMENDED (THE "1933 ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR
     OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
     UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN
     COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN
     COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
     1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE
     WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF THE

                                       42
<PAGE>
     ISSUER, IN A TRANSACTION T HAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933
     ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS FURNISHED
     TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING
     REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR
     TRANSFER."

The Selling  Member  hereby  certifies  that the  information  contained in this
Questionnaire is complete and accurate and the Selling Member will notify Verify
promptly of any change in any such information.  If this  Questionnaire is being
completed on behalf of a corporation,  partnership,  trust or estate, the person
executing on behalf of the Selling Member  represents  that it has the authority
to execute and deliver this Questionnaire on behalf of such entity.

IN WITNESS  WHEREOF,  the undersigned has executed this  Questionnaire as of the
_______ day of __________________, 2012.

If a Corporation, Partnership or
Other Entity:                              If an Individual:


------------------------------------       -------------------------------------
Print of Type Name of Entity               Signature


------------------------------------       -------------------------------------
Signature of Authorized Signatory          Print or Type Name

------------------------------------       -------------------------------------
Type of Entity                             Social Security/Tax I.D. No.

                                       43
<PAGE>
                                   SCHEDULE 4

                         TO THE SHARE PURCHASE AGREEMENT
      AMONG VERIFY SMART CORP., UKABOBS LLC AND THE SELLING MEMBERS AS SET
                      OUT IN THE SHARE PURCHASE AGREEMENT

                      DIRECTORS AND OFFICERS OF UKABOBS LLC

DIRECTORS: Paul R. DiMarco Mitesh Patel

OFFICERS: Paul R. DiMarco Mitesh Patel


                                       44
<PAGE>
                                   SCHEDULE 5

                         TO THE SHARE PURCHASE AGREEMENT
      AMONG VERIFY SMART CORP., UKABOBS LLC AND THE SELLING MEMBERS AS SET
                      OUT IN THE SHARE PURCHASE AGREEMENT

          UKABOBS LLC LEASES, SUBLEASES, CLAIMS, CAPITAL EXPENDITURES,
                       TAXES AND OTHER PROPERTY INTERESTS



   There are no Ukabobs Leases, Subleases, Claims Capital Expenditures, Taxes
              and Other Property Interests as at the Closing Date.



                                       45
<PAGE>
                                   SCHEDULE 6

                         TO THE SHARE PURCHASE AGREEMENT
      AMONG VERIFY SMART CORP., UKABOBS LLC AND THE SELLING MEMBERS AS SET
                      OUT IN THE SHARE PURCHASE AGREEMENT

                        UKABOBS LLC INTELLECTUAL PROPERTY

Ukabobs has developed a mobile content delivery platform which included specific
program code developed and owned by Ukabobs.  The delivery platform ( iM Direct)
incorporates  functionality  which  provides two way  communication  between the
mobile  phone  and  platform,  establishes  targeted  databases  thru the use of
specific user defined distribution channels or groups, enables "push" technology
to registered  subscribers,  enables the  management of  subscribers  among many
other features. Ukabobs has developed a robust "Mobile Channel Gateway" which is
the backbone of the  distribution of digital content to the mobile phone channel
internationally.

Ukabobs  is  the  owner  and  operator  of   www.ukabobs.com   an  international
multi-media  websites that enables the sale of digital  content from authors and
contributors worldwide.

Ukabobs is the owner and operator of  www.imobileinteractive.com  IMobile's Mass
Communication  Platform  enables the instant  delivery of  information to mobile
phones,  email addresses and web pages with ease. The IMobile Platform  combines
the power of delivering text messages and multi-media  messages to mobile phones
within a single  Web  Portal  interface  eliminating  the need to  purchase  and
implement multiple applications for achieving the same result.

Ukabobs is the owner and operator of  www.dealsbybigfoot.com  which is a deal of
the day type of service with full mobile capabilities including instant delivery
of the discount voucher to the buyer's mobile.

DOMAINS OWNED BY UKABOBS:
Dealsbybigfoot.com
Ukabobs.com
Imobileinteractive.com
U2c.us
Goimobile.com
Iglobalinteractive.com

HARDWARE:
-1 server hosted at 1&1 commercial data center, leased on monthly fee basis
-2 live gateway servers
-4 additional development/spare servers
-10 communication devices

SOFTWARE/LICENSES:
-MOZAT M2U Diamond Edition
-php
-mysql
-ActiveXperts Mobile Messaging Toolkit
-ImageMagik
-TVC

TRADEMARKS/COPY RIGHTS (UN-REGISTERED):
-all logos/icons on ukabobs.com
-all code for ukabobs.com
-all logos/icons on imobileinteractive.com


                                       46
<PAGE>
-all code for imobileinteractive.com
-all logos/icons on dealsbybigfoot.com
-all code for dealsbybigfoot.com
-"ImDirect", "uKabobs", "DealsByBigFoot", "iMobile Interactive"
-code for our own SMS/MMS gateway
-tag line "because the world needs a piece of you..."
-tagline "fast forward to the mobile channel..."

TRADE SECRETS:
-Our unique mobile conversion routines
-Our ability to deliver SMS/MMS globally without per message fees
-ImDirect API that generates a customized pop-up which links to the Mass
 communication system
-Our own SMS/MMS gateway software


                                       47
<PAGE>
                                   SCHEDULE 7

                         TO THE SHARE PURCHASE AGREEMENT
      AMONG VERIFY SMART CORP., UKABOBS LLC AND THE SELLING MEMBERS AS SET
                      OUT IN THE SHARE PURCHASE AGREEMENT
                           UKABOBS MATERIAL CONTRACTS


       Saas Agreement with Smashlife Team Sports, LLC dated April 16, 2012
                                 (see attached)


                                       48
<PAGE>
                                   SCHEDULE 8

                         TO THE SHARE PURCHASE AGREEMENT
        AMONG VERIFY SMART CORP., UKABOBS AND THE SELLING MEMBERS AS SET
                      OUT IN THE SHARE PURCHASE AGREEMENT
                 UKABOBS EMPLOYMENT AGREEMENTS AND ARRANGEMENTS


                                      None


                                       49