Exhibit 10.1 


 


 


 


ACQUISITION
AGREEMENT


 


AMONG 


 


GENEREX
BIOTECHNOLGY CORPORATION., a Delaware corporation, 


 


HEMA
DIAGNOSTIC SYSTEMS, LLC, a Florida limited liability company





 


AND





 


STEPHEN
L BERKMAN


And
the other Equity Owners of Hema Diagnostic Systems, LLC 


 


January
18, 2017



     


     


    




 


ACQUISITION
AGREEMENT


 


ACQUISITION
AGREEMENT (this “Agreement”), dated as of January 18, 2017, by and among Generex Biotechnology Corporation, a Delaware
corporation (the “Purchaser”), Hema Diagnostic Systems, LLC, a Florida limited liability company (the “Acquiree”),
Stephen L. Berkman (“Berkman”) the majority equity owner of Acquiree, and as to certain matters, the other equity
owners of Acquiree, as listed in Exhibit A (together with Berkman, the “Members”). Purchaser, Acquiree and the Stockholders
are each a “Party” and referred to collectively herein as the “Parties.”


 


WHEREAS,
Acquiree has 20,000 authorized Membership Equity Units (“Acquiree Membership Units”), of which 10,000 Acquiree Membership
Units have been issued; and


 


WHEREAS,
Berkman is the owner of 9,989 Acquiree Membership Units, with the remaining Acquiree Membership Units owned by the other Members
as set out in Exhibit A; and


 


WHEREAS,
Berkman and Lawrence Salvo (“Salvo”) are the owners of all of the shares of Hema Diagnostics Systems Panama S.A.,
a Panamanian corporation (“Hema Panama”) and Rapid Medical Diagnotics, Inc., a Florida corporation (“Rapid”);
and


 


WHEREAS,
at closing, Berkman and Salvo will contribute all of their shares in Hema Panama and Rapid to Acquiree. and


 


WHEREAS,
Purchaser desires to acquire (the “Acquisition”) 4,950 Acquiree Membership Units; and


 


WHEREAS,
Purchaser shall have the right to contribute 20,000 shares of Purchaser’s Common Stock to the capital of Acquiree and receive
additional 300 Acquiree Membership Units in exchange so that Purchaser will have a total of fifty-one percent (51%) of the outstanding
Acquiree Membership Units.


 


WHEREAS,
following the Acquisition, Purchaser Intends to engage in a one for one thousand (1,000) reverse stock split of its common stock
in the (the “RSS”), provided, however, that the exact ratio may be revised based on market conditions; and


 


WHEREAS,
Purchaser, Berkman and Acquiree shall execute an Amended and Restated Operating Agreement which will be substantially similar
to the draft Operating Agreement attached hereto as Exhibit B.


 





NOW,
THEREFORE, in consideration of the representations, warranties and covenants herein contained, and for other good and valuable
consideration the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties hereto, intending legally to
be bound, agree as follows:


 


ARTICLE
I. THE ACQUISITION


 


1.1The
Acquisition. Subject to the terms and conditions set forth in this Agreement:


(a)On
the Closing Date, Purchaser shall issue to Berkman a number of shares of Generex Common Stock, par value $.0001 per share, having
a value of $250,000, based on the closing bid price for the Common Stock on the OTCQB, or the OTCPINK on the trading day immediately
preceding the Closing Date (the “Closing Date Common Stock”).


(b)At
Closing, Berkman, Lawrence Salvo and Luis Agudelo shall transfer to the Purchaser the legal and beneficial title to 4,950 Acquiree
Membership Units, of which 4,939 will be transferred by Berkman, 10 by Lawrence Salvo and 1 by Luis Agudelo, free and clear of
all Security Interest, and the Acquiree shall mark its transfer books to indicate the Purchaser’s ownership off 4,950 Acquiree
Membership Units.


(c)After
closing, upon Purchaser contributing 20,000 shares of Purchaser’s Common Stock (“Contributed Common Stock”),
Acquiree shall issue 300 additional Acquiree Membership Units to the Purchaser so that Purchaser will have a total of fifty-one
percent (51%) of the outstanding Acquiree Membership Units.


(d)Within
two trading days following the effectiveness of the RSS on the OTCQB, Purchaser:


 


(i)
Shall issue 230,000 post-RSS shares of Common Stock to Berkman (the “RSS Completion Shares”).


 


(ii)
Shall issue warrants (the “Warrants”), in connection with the Berkman Debt, exercisable for 15,000,000 shares of Common
Stock (“Warrant Shares”) at an exercise price equal to $2.50 per a share.


 


Berkman
and Acquiree acknowledge that the RSS Completion Shares may not be issued until the Purchaser has received approval form its stockholders
to increase the number of authorized shares of Common Stock. The Purchaser may have insufficient shares of Common Stock to issue
upon exercise of the Warrants until such stockholder approval is received.


 


(e)If,
at any time on or before the third anniversary of the Closing Date, provided that the Closing Date Common Stock, the RSS Completion
Shares and the Warrant Shares have been registered as required in Section 1.2 and provided further that the aggregate value of
the Closing Date Common Stock, the RSS Completion Shares and the Warrant Shares equals or exceeds $15,000,000 [whether or not
Berkman or any other Acquiree Member continues to hold such shares or warrants], then all remaining Acquiree Membership Units
not transferred to Purchaser at the Closing shall, at Purchaser’s option upon notice to the Acquiree Members, be transferred
to Purchaser for the aggregate purchase price of $1.00. For purposes of this paragraph (e), the value of the Closing Date Common
Stock, the RSS Completion Shares and Warrant Shares shall be the closing price of the Common Stock the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on OTCQB, OTCPink, or OTCQX, as applicable, and in the
case of the Warrant Shares, less the exercise price of the Warrants. If closing transaction prices are not quoted in the primary
market, the vales shall have determined by the average of the closing bid and asked prices. The Closing Date Common Stock, RSS
Completion Shares, Warrant Shares and the shares which may be issued pursuant to this paragraph 1(e) are referred to as the “Purchaser
Common Stock.”


 


(f)All
Purchaser Common Stock and Warrants issued pursuant to this Section 1.1(f) shall be restricted securities as defined in Rule 144
under the Securities Act of 1933, but shall be subject to the registration rights described below.


 


1.2Registration
Statement. No later than sixty days after the RSS, a registration statement (the “Registration Statement”)
will be prepared on Form S-1 or such other form as may be available to Purchaser, and shall be used to register, to the extent
practicable, resales of Closing Date Common Stock, RSS Completion Shares, Contributed Common Stock, and the Warrant Shares. The
terms and conditions of such registration shall be set forth in a Registration Rights Agreement, containing customary provisions
and reasonably acceptable to Purchaser and Berkman, to be executed and delivered by Purchaser and the Acquiree Stockholders at
Closing.


 


1.3Berkman
Debt. At Closing. Berkman shall terminate any filings evidencing or creating a Security Interest on the Company’s assets
or securities. At such time as the condition set forth in Section 1.1(e), above, is satisfied, the loan payable from Acquiree
to Berkman shall be deemed satisfied in full. At the time such conditions are satisfied, Berkman shall provide purchaser with
documents requested by Purchaser evidencing the satisfaction of the loan payable.


 


1.4The
Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the
offices of Eckert Seamans Cherin & Mellott, LLC in Philadelphia, Pennsylvania, or such other place as Purchaser and Berkman
may agree, on a mutually agreeable date as soon as practicable (and in any event not later than three (3) Business Days, a Business
Day being a day on which banks are open for normal banking business in the United States after the satisfaction or waiver of all
conditions (excluding the delivery of any documents to be delivered at the Closing by any of the Parties) set forth in Article
V hereof (the “Closing Date”). The term “Effective Time” as used in this Agreement means the 5:00 pm New
York City time on the Closing Date.


 


1.5Actions
at the Closing. At the Closing,


 


(a)               
Acquiree and the Stockholders shall deliver to Purchaser the various certificates, instruments and documents referred to in Section
5.2;


(b)              
Purchaser shall deliver to Acquiree and the Stockholders the various certificates, instruments and documents referred to in Section
5.3;


(c)               
The Members shall transfer 4,950 Acquiree Membership Units to the Purchaser pursuant to any documents as may be reasonably require
by Purchaser;


(d)              
Purchaser shall have issued the initial shares to Berkman, and shall deliver certificates for the Initial Shares as soon as practicable
thereafter.


(e)               
Purchaser shall deliver to Acquiree and Berkman (i) evidence that the Purchaser’s board of directors is authorized to consist
of individuals in a number to be determined, (ii) the resignations of all individuals who served as directors and/or officers
of Purchaser immediately prior to the Closing Date, which resignations shall be effective as of the completion of Closing, (iii)
evidence of the appointment of directors in a number to be determined to serve immediately following the Effective Time, such
directors having been designated by Berkman immediately prior to the Closing Date, and (iv) evidence of the appointment of such
executive officers of Purchaser to serve immediately after Closing as shall have been designated by Acquiree, including the appointments
of Lawrence Salvo and a director to be designated by Berkman.


(f)               
Berkman and Salvo shall have transferred all of their shares in Hema Panama and Rapid to Acquiree.


1.6Additional
Actions. If at any time after the Effective Time, Acquiree shall consider or be advised that any deeds, bills of sale, assignments
or assurances or any other acts or things are necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise,
in the Purchaser, its right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or
assets of Acquiree or (b) otherwise to carry out the purposes of this Agreement, Purchaser and its proper officers and directors
or their designees shall be authorized (to the fullest extent allowed under applicable law) to execute and deliver, in the name
and on behalf of Acquiree, all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of Acquiree,
all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to
or under any of the rights, privileges, powers, franchises, properties or assets of Acquiree, and otherwise to carry out the purposes
of this Agreement.


 


1.7Fractional
Shares. No certificates or scrip representing fractional Initial Shares shall be issued to Stockholders in connection with
the Acquisition and such Stockholder shall not be entitled to any voting rights, rights to receive any dividends or distributions
or other rights as a stockholder of the Purchaser with respect to any fractional Initial Shares that would have otherwise been
issued to such Stockholder. In lieu of any fractional Initial Shares that would have otherwise been issued, each Stockholder that
would have been entitled to receive a fractional Initial Share shall receive such whole number of Initial Shares as is equal to
the precise number of Initial Shares to which such Stockholder would be entitled, rounded up or down to the nearest whole number
(with a fractional interest equal to 0.5 rounded upward to the nearest whole number); provided that each such Stockholder shall
receive at least one Initial Share.


 


1.8Exemption
from Registration.


 


(a)Purchaser
and Acquiree intend that the shares of Purchaser Common Stock (including Warrant Shares) and Warrants to be issued pursuant to
Section 1.1 hereof in connection with the Acquisition will be issued in a transaction exempt from registration under the Securities
Act of 1933, as amended (“Securities Act”), by reason of Section 4(2) of the Securities Act, Rule 506 of Regulation
D promulgated by the Purchaser thereunder and/or Regulation S promulgated by the SEC and that all recipients of such shares of
Purchaser Common Stock shall either be “accredited investors” or not “U.S. Persons” as such terms are
defined in Regulation D and Regulation S, respectively. The shares of Purchaser Common Stock to be issued pursuant to Section
1.1 hereof will be “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be
offered, sold, pledged, assigned or otherwise transferred unless (a) a registration statement with respect thereto is effective
under the Securities Act and any applicable state securities laws, or (b) an exemption from such registration exists and either
the Purchaser receives an opinion of counsel to the holder of such securities, which counsel and opinion are satisfactory to the
Purchaser, that such securities may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective
registration statement under the Securities Act or applicable state securities laws, or the holder complies with the requirements
of Regulation S, if applicable; and the certificates representing such shares of Purchaser Common Stock will bear an appropriate
legend and restriction on the books of the Purchaser’s transfer agent to that effect.


 


(b)Purchaser
may be deemed a “shell company” as defined in Rule 12b-2 under the Exchange Act of 1934). Acquiree acknowledges that
pursuant to Rule 144(i), securities issued by a former shell company (such as the Exchange Shares) that otherwise meet the holding
period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after Purchaser (a)
is no longer a shell company; and (b) has filed current “Form 10 information“ (as defined in Rule 144(i)) with the
SEC reflecting that it is no longer a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, Purchaser
is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all reports and other materials
required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports and materials), other than Form 8-K reports. As a result, the restrictive
legends on certificates for the Exchange Shares cannot be removed except in connection with an actual sale meeting the foregoing
requirements or pursuant to an effective registration statement.





`.


REPRESENTATIONS
AND WARRANTIES OF ACQUIREE AND BERKMAN


 


Acquiree
and Berkman represent and warrant to Purchaser that the statements contained in this Article II are true and correct, except as
set forth in the disclosure schedule provided by Acquiree and Berkman to Purchaser on the date hereof and accepted in writing
by the Purchaser (the “Disclosure Schedule”). The Disclosure Schedule shall be arranged in paragraphs corresponding
to the numbered and lettered paragraphs contained in this Article II, and except to the extent that it is clear from the context
thereof that such disclosure also applies to any other paragraph, the disclosures in any paragraph of the Disclosure Schedule
shall qualify only the corresponding paragraph in this Article II. For purposes of this Article II, the phrase “to the knowledge
of Acquiree and Berkman” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive
officers of Acquiree and Berkman, as well as any other knowledge which such persons would have possessed had they made reasonable
inquiry with respect to the matter in question.


 


2.1Organization,
Qualification and Corporate Power. Acquiree is a limited liability company duly organized, validly existing and in good standing
under the laws of the state of Florida. Hema Panama is a corporation organized, validly existing and in good standing under the
laws of Panama. Rapid is a corporation duly organized, validly existing and in good standing under the laws of the state of Florida
Acquiree and each of its Subsidiaries is duly qualified to conduct business and is in good standing under the laws of each jurisdiction
in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where
the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be
expected to have an Acquiree Material Adverse Effect (as defined below). Acquiree and each of its Subsidiaries have all requisite
company or corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned
and used by it. Acquiree and each of its Subsidiaries has furnished or made available to the Purchaser complete and accurate copies
of its articles of organization and other organizational documents including, where applicable, its certificate of formation and/or
operating agreement. Acquiree and each of its Subsidiaries is not in default under or in violation of any provision of its articles
of organization, as amended to date and where applicable, its bylaws, its certificate of formation, as amended to date, its operating
agreement, as amended to date or any other organizational documents. For purposes of this Agreement, “Acquiree Material
Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), results of
operations or future prospects of Acquiree taken as a whole.


 


2.2Capitalization.
The authorized Acquiree Membership Units of Acquiree consist of 20,000 membership units. As of the date of this Agreement and
the Closing, there are and will be 10,000 Acquiree Membership Units issued and outstanding. Exhibit A sets forth a complete and
accurate list of all holders of Acquiree Membership Units, indicating the number of Acquiree Membership Units held by each holder.
All of the issued and outstanding Acquiree Membership Units have been duly authorized and are validly issued, fully paid, nonassessable
and free of all preemptive rights. There are no outstanding or authorized options, warrants, rights, agreements or commitments
to which Acquiree, Berkman or any other Acquiree Member is a party or which are binding upon Acquiree or any Acquiree Member providing
for the issuance or redemption of any of its membership units. There are no outstanding or authorized unit appreciation, phantom
units or similar rights with respect to Acquiree. There are no agreements to which Acquiree is a party or by which it is bound
with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or
sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights
or “drag-along” rights) of any securities of Acquiree. There are no agreements with respect to the voting (including
without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of
first refusal, co-sale rights or “drag- along” rights) of any securities of Acquiree. All of the issued and outstanding
Acquiree Membership Units were issued in compliance with applicable securities laws.


 


2.3Authorization
of Transaction. The Acquiree and the Members have all requisite power and authority to execute and deliver this Agreement
and to perform their obligations hereunder. The execution and delivery by Acquiree and the Members of this Agreement and the consummation
by Acquiree of the transactions contemplated hereby have been duly and validly authorized by all necessary company action on the
part of Acquiree. This Agreement has been duly and validly executed and delivered by Acquiree and the Members and constitutes
a valid and binding obligation of Acquiree and the Members, enforceable against Acquiree and the Members in accordance with its
terms.


 


2.4Noncontravention.
Neither the execution and delivery by Acquiree and the Acquiree Members of this Agreement, nor the consummation by Acquiree and
the Members of the transactions contemplated hereby, will (a) conflict with or violate any provision of Acquiree’s or Acquiree
Subsidiary’s articles of organization, as amended to date, (b) require on the part of Acquiree or Acquiree Subsidiary any
filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or
commission or other governmental or regulatory authority or agency (a “Governmental Entity”), except for such permits,
authorizations, consents and approvals for which Acquiree or Acquiree Subsidiary is obligated to use its Reasonable Best Efforts
(as defined in Section 4.1), to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with
or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any
Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to
which Acquiree or Acquiree Subsidiary is a party or by which Acquiree or Acquiree Subsidiary is bound or to which any of their
assets is subject, except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation in any
contract or instrument set forth in Section 2.4 of the Disclosure Schedule, for which Acquiree or Acquiree Subsidiary is obligated
to use its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach,
default, acceleration, termination, modification or cancellation which would not have an Acquiree Material Adverse Effect and
would not adversely affect the consummation of the transactions contemplated hereby or (iii) any notice, consent or waiver the
absence of which would not have an Acquiree Material Adverse Effect and would not adversely affect the consummation of the transactions
contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of Acquiree or Acquiree
Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Acquiree or Acquiree
Subsidiary or any of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage,
pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than
(i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment
insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary
letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of Acquiree or Acquiree Subsidiary
and not material to Acquiree; and “Ordinary Course of Business” means the ordinary course of Acquiree’s business,
consistent with past custom and practice (including with respect to frequency and amount).


 


2.5Subsidiaries.
Except for Rapid, and Hema Panama (“Acquiree Subsidiaries”), which are wholly owned by Acquiree at closing, Acquiree
does not have any Subsidiaries. For purposes of this Agreement, a “Subsidiary” shall mean any corporation, partnership,
joint venture or other entity in which a Party has, directly or indirectly, an equity interest representing 50% or more of the
equity securities thereof or other equity interests therein (collectively, the “Subsidiaries”); “Acquiree Subsidiary”
is a Subsidiary of the Acquiree. “Purchaser Subsidiary” is a Subsidiary of the Purchaser. Except as set forth in Section
2.5 of the Disclosure Schedule, Acquiree does not control directly or indirectly or have any direct or indirect equity participation
or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association.
At Closing, the transfer of 100% of the equity interests in Hema Panama and Rapid to Acquiree shall have been duly authorized
and effective.


 


2.6Financial
Statements. Acquiree will provide or make available to the Purchaser prior to the Closing (a) its audited balance sheets as
of December 31, 2015 and 2014) (the December 31, 2015 referred to as the “Balance Sheet Date”), and the related consolidated
statements of operations and cash flows for the annual periods ending December 31, 2015 (the “Year-End Financial Statements”)
and (b) its audited balance sheets” at September 30, 2016 ( the September 30, 2016 Interim Balance Sheet referred to as
the “2016 Interim Balance Sheet” ) and the related statements of operations and cash flows for the nine months ended
September 30, 2016 (collectively, the “Interim Financial Statements”). The Year-End Financial Statement’s and
the Interim Financial Statements are referred to collectively as the “Financial Statements.” To Berkman’s and
Acquiree’s knowledge, the Financial Statements have been prepared in accordance with United States generally accepted accounting
principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby, fairly present in all material
respects the financial condition, results of operations and cash flows of Acquiree and its Subsidiaries on a consolidated basis,
as of the respective dates thereof and for the periods referred to therein, comply as to form with the applicable rules and regulations
of the SEC for inclusion of such Financial Statements in the Purchaser’s filings with the SEC as required by the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),and are consistent in all material respects with the books and
records of Acquiree.


 


2.7Absence
of Certain Changes. Since the Interim Balance Sheet Date, and except as set forth in Section 2.7 of the Disclosure Schedule,
(a) to the knowledge of Acquiree, there has occurred no event or development which, individually or in the aggregate, has had,
or could reasonably be expected to have in the future, an Acquiree Material Adverse Effect, and (b) Acquiree has not taken any
of the actions set forth in paragraphs (a) through (m) of Section 4.4.


 


2.8Undisclosed
Liabilities. To the knowledge of Acquiree and its Members, except as set forth in Section 2.8 of the Disclosure Schedules,
Acquiree and the Acquiree Subsidiaries do not have any liability (whether absolute or contingent, whether liquidated or unliquidated
and whether due or to become due), except for (a) liabilities shown on the 2016 Interim Balance Sheet, (b) liabilities which have
arisen since the Interim Balance Sheet Date in the Ordinary Course of Business and (c) contractual and other liabilities incurred
in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.


 


2.9Tax
Matters.


 


(a)For
purposes of this Agreement, the following terms shall have the following meanings:


 


(i)“Taxes”
means all taxes, charges, fees, levies or other similar assessments or liabilities, including without limitation income, gross
receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, transfer, withholding, employment,
unemployment insurance, social security, business license, business organization, environmental, workers compensation, payroll,
profits, license, lease, service, service use, severance, stamp, occupation, windfall profits, customs, duties, franchise and
other taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other
political subdivision of the United States or any such government, and any interest, fines, penalties, assessments or additions
to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof.


 


(ii)“Tax
Returns” means all reports, returns, declarations, statements or other information required to be supplied to a taxing authority
in connection with Taxes.


 


(b)Except
as set forth in Section 2.9 of the Disclosure Schedule, Acquiree and the Acquiree Subsidiaries have filed on a timely basis all
Tax Returns that they were required to file, and all such Tax Returns were complete and, to the knowledge of Acquiree and its
Members, accurate in all material respects. Neither Acquiree nor any Acquiree Subsidiary has ever been a member of a group of
corporations with which it has filed (or been required to file) consolidated, combined or unitary Tax Returns other than a group
of which only Acquiree and Acquiree Subsidiaries were members. Acquiree and each Acquiree Subsidiary have paid on a timely basis
all Taxes that were due and payable. The unpaid Taxes of Acquiree and the Acquiree Subsidiaries for tax periods through the Interim
Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established
to reflect timing differences between book and Tax income) set forth on the Interim Balance Sheet. Neither Acquiree nor any Acquiree
Subsidiary has had any actual or potential liability for any Tax obligation of any taxpayer (including without limitation any
affiliated group of corporations or other entities that included Acquiree or Acquiree Subsidiaries during a prior period). To
the knowledge of Acquiree and its Members, all Taxes that Acquiree and each Acquiree Subsidiary is or was required by law to withhold
or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity.


 


(c)Acquiree
has delivered or made available to the Purchaser complete and accurate copies of all income Tax Returns, examination reports and
statements of deficiencies assessed against or agreed to by Acquiree or any Acquiree Subsidiary for all years after December 31,
20__. No examination or audit of any Tax Return of Acquiree or any Acquiree Subsidiary by any Governmental Entity is currently
in progress or, to the knowledge of Acquiree, threatened or contemplated. Acquiree has not been informed by any jurisdiction that
the jurisdiction believes that Acquiree or any Acquiree Subsidiary was required to file any Tax Return that was not filed. Neither
Acquiree nor any Acquiree Subsidiary has waived any statute of limitations with respect to Taxes or agreed to an extension of
time with respect to a Tax assessment or deficiency.


 


(d)Neither
Acquiree nor any Acquiree Subsidiary: (i) has not been a United States real property holding corporation within the meaning of
Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(l)(A)(ii) of the Code; (ii) has no actual
or potential liability for any Taxes of any person (other than Acquiree) under Treasury Regulation Section 1.1502-6 (or any similar
provision of federal, state, local, or foreign law), or as a transferee or successor, by contract, or otherwise; and (iii) has
not been required to make a basis reduction pursuant to Treasury Regulation Section 1.1502-20(b) or Treasury Regulation Section
1.337(d)-2(b).


 


(e)None
of the assets of Acquiree or any Acquiree Subsidiary: (i) is property that is required to be treated as being owned by any other
person pursuant to the provisions of former Section 168(f)(8) of the Code; (ii) is “tax-exempt use property” within
the meaning of Section 168(h) of the Code; or (iii) directly or indirectly secures any debt the interest on which is tax exempt
under Section 103(a) of the Code.


 


(f)Neither
Acquiree nor any Acquiree Subsidiary has undergone a change in its method of accounting resulting in an adjustment to its taxable
income pursuant to Section 481 of the Code.





 


2.10Assets.
Each of Acquiree and the Acquiree Subsidiaries own or lease all tangible assets reasonably necessary for the conduct of their
businesses as presently conducted and as presently proposed to be conducted. Except as set forth in Section 2.10 of the Disclosure
Schedule, each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice,
is in operating condition (subject to normal wear and tear) and is suitable for the purposes for which it presently is used. Except
as set forth in Section 2.10 of the Disclosure Schedule, no asset of Acquiree or any Acquiree Subsidiary (tangible or intangible)
is subject to any Security Interest.


 


2.11Owned
Real Property. Neither Acquiree nor any Acquiree Subsidiary owns any real property.


 


2.12Real
Property Leases. Section 2.12 of the Disclosure Schedule lists all real property leased or subleased to or by Acquiree or any
Acquiree Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. Acquiree
has delivered or made available to the Purchaser complete and accurate copies of the leases and subleases listed in Section 2.12
of the Disclosure Schedule. With respect to each lease and sublease listed in Section 2.12 of the Disclosure Schedule,:


 


(a)               
to the knowledge of Acquiree and its Members, the lease or sublease is legal, valid, binding, enforceable and in full force and
effect;


 


(b)              
to the knowledge of Acquiree and its Members, the lease or sublease will continue to be legal, valid, binding, enforceable and
in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior
to the Closing;


 


(c)               
to the knowledge of Acquiree and its Members, Acquiree nor any Acquiree Subsidiary nor, to the knowledge of Acquiree, any other
party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, is
threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by Acquiree
or any Acquiree Subsidiary or, any other party under such lease or sublease;


 


(d)              
neither Acquiree nor any Acquiree Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any
interest in the leasehold or subleasehold; and


 


(e)               
to the knowledge of Acquiree and its Members, , there is no Security Interest, easement, covenant or other restriction applicable
to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially
impair the current uses or the occupancy by Acquiree or any Acquiree Subsidiary of the property subject thereto.


 


2.13Contracts.


(a)               
Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral) to which Acquiree or any Acquiree Subsidiary
is a party as of the date of this Agreement:


(i)                
any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease
payments in excess of $25,000 per annum or having a remaining term longer than 12 months;


(ii)              
any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services
(A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in
which Acquiree has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or
distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or
has agreed to purchase goods or services exclusively from a certain party;


(iii)            
any agreement which, to the knowledge of Acquiree, establishes a partnership or joint venture;


(iv)            
any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur,
assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has
imposed (or may impose) a Security Interest on any of its assets, tangible or intangible;


(v)              
any agreement which imposes any current obligation on Acquiree or any Acquiree Subsidiary with respect to confidentiality or noncompetition;


(vi)            
any employment or consulting agreement;


(vii)          
any agreement involving any officer, director or member of Acquiree, any Acquiree Subsidiary or any affiliate, as defined in Rule
12b-2 under Exchange Act, thereof (an “Affiliate”);


(viii)        
any agreement under which the consequences of a default or termination would reasonably be expected to have an Acquiree Material
Adverse Effect;


(ix)            
any agreement which contains any provisions requiring Acquiree or any Acquiree Subsidiary to indemnify any other party thereto
(excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course
of Business);


(x)              
any other agreement (or group of related agreements) either involving more than $50,000 or not entered into in the Ordinary Course
of Business; and


(xi)            
any agreement, other than as contemplated by this Agreement relating to the sales of securities of Acquiree or any Acquiree Subsidiary
to which Acquiree or any Acquiree Subsidiary is a party.


(b)Acquiree
has delivered or made available to the Purchaser a complete and accurate copy of each agreement listed in Section 2.13 of the
Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule:
(i) to the knowledge of Acquiree and its Members, the agreement is legal, valid, binding and enforceable and in full force and
effect; (ii) to Berkman’s and Acquiree’s knowledge, the agreement will continue to be legal, valid, binding and enforceable
and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior
to the Closing; and (iii) neither Acquiree nor any Acquiree Subsidiary is, nor, to the knowledge of Acquiree and the Members,
is any other party, in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or,
to the knowledge of Acquiree and the Members, is threatened, which, after the giving of notice, with lapse of time, or otherwise,
would constitute a breach or default by Acquiree or any Acquiree Subsidiary or, to the knowledge of Acquiree and the Members,
any other party under such contract.


 


(c)Powers
of Attorney. Except as set forth in Section 2.13 of the Disclosure Schedule, there are no outstanding powers of attorney executed
on behalf of Acquiree or any Acquiree Subsidiary.


 


2.14Insurance.
Section 2.14 of the Disclosure Schedule lists each insurance policy (including fire, theft, casualty, general liability, workers
compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements)
to which Acquiree or any Acquiree Subsidiary is a party. Such insurance policies are of the type and in amounts customarily carried
by organizations conducting businesses or owning assets similar to those of Acquiree or any Acquiree Subsidiary. There is no material
claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy.
All premiums due and payable under all such policies have been paid, Purchaser shall not be liable for retroactive premiums or
similar payments, both Acquiree and any Acquiree Subsidiary is otherwise in compliance in all material respects with the terms
of such policies. Acquiree has no knowledge of any threatened termination of, or material premium increase with respect to, any
such policy. Each such policy will continue to be enforceable and in full force and effect immediately following the Effective
Time in accordance with the terms thereof as in effect immediately prior to the Effective Time.


 


2.15Litigation.
As of the date of this Agreement, there is no action, suit, proceeding, claim, arbitration or investigation before any Governmental
Entity or before any arbitrator (a “Legal Proceeding”) which is pending or has been threatened in writing against
Acquiree or any Acquiree Subsidiary which (a) seeks either damages in excess of $10,000 individually, or $25,000 in the aggregate
or (b) if determined adversely to Acquiree or any Acquiree Subsidiary could have, individually or in the aggregate, an Acquiree
Material Adverse Effect.


 


2.16 Employees.


 


(a)               
Except as provided in Disclosure Schedule 2.16, no employees of Acquiree and the Acquiree Subsidiaries receive annual compensation
at a rate of more than $60,000 per year. Section 2.16 of the Disclosure Schedule contains a list of all employees, of Acquiree
and the Acquiree Subsidiaries who are a party to a non-competition agreement with Acquiree or any Acquiree Subsidiary; copies
of such agreements have previously been delivered to the Purchaser. To the knowledge of Acquiree, no key employee or group of
employees has any plans to terminate employment with Acquiree or any Acquiree Subsidiary. No employees of Acquiree and the Acquiree
Subsidiaries are currently on sick leave or have been so for more than 3 weeks during the past twelve (12) months. No legal or
natural person has a management agreement or an agreement for the rendering of services with Acquiree or any of the Acquiree Subsidiaries.


(b)              
There is no dispute pending or threatened between any of the Acquiree or any Acquiree Subsidiary and any of their employees. Neither
Acquiree nor any Acquiree Subsidiary is party to or bound by any collective bargaining agreement, nor has any of them experienced
any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. To the knowledge of Acquiree
and the Members, no organizational effort has been made or threatened, either currently or within the past two years, by or on
behalf of any labor union with respect to employees of Acquiree or an Acquiree Subsidiary. To the knowledge of Acquiree and the
Members, there are no circumstances or facts which could individually or collectively give rise to a suit based on discrimination
of any kind.


(c)               
There are no delays and during the past two (2) years there have been no delays in the fulfillment of any obligations towards
the employees or former employees or directors of Acquiree and the Acquiree Subsidiaries that could lead to a dispute with any
of the Acquiree and the Acquiree Subsidiaries.


2.17Employee
Benefits.


 


(a)               
For purposes of this Agreement, the following terms shall have the following meanings:


(i)                
“Employee Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA),
any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement
or arrangement involving direct or indirect compensation, including without limitation insurance coverage (including without limitation
pension insurance and excess (excedent) insurance), severance benefits, disability benefits, deferred compensation, bonuses, stock
options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation
under US or other applicable laws.


 


(ii)              
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.


 


(iii)            
“ERISA Affiliate” means any entity which is, or at any applicable time was, a member of (1) a controlled group of
corporations (as defined in Section 414(b) of the Code), (2) a group of trades or businesses under common control (as defined
in Section 414(c) of the Code), or (3) an affiliated service group (as defined under Section 414(m) of the Code or the regulations
under Section 414(o) of the Code), any of which includes or included Acquiree.


 


(b)              
Section 2.17(b) of the Disclosure Schedule contains a complete and accurate list of all Employee Benefit Plans maintained, or
contributed to, by Acquiree, any Acquiree Subsidiary or any ERISA Affiliate. Complete and accurate copies of (i) all Employee
Benefit Plans which have been reduced to writing, (ii) written summaries of all unwritten Employee Benefit Plans, (iii) all related
trust agreements, insurance contracts and summary plan descriptions, and (iv) all annual reports filed on IRS Form 5500, 5500C
or 5500R and (for all funded plans) all plan financial statements for the last five plan years for each Employee Benefit Plan,
have been delivered or made available to the Purchaser. Each Employee Benefit Plan has been administered in all material respects
in accordance with its terms and each of Acquiree, the Acquiree Subsidiaries and the ERISA Affiliates has in all material respects
met its obligations with respect to such Employee Benefit Plan and has made all required contributions thereto. thereto or has
made adequate provisions. None of the Acquiree, any Acquiree Subsidiary or any ERISA Affiliate has any obligation with respect
to Employee Benefit Plans, whether or not conditional or contingent, including but not limited to back-service obligations, which
are not fully funded or adequately provided for.


(c)               
Acquiree, the Acquiree Subsidiaries, and each ERISA Affiliate and each Employee Benefit Plan are in compliance in all material
respects with the currently applicable provisions of ERISA and the Code and the regulations thereunder (including without limitation
Section 4980 B of the Code, Subtitle K, Chapter 100 of the Code and Sections 601 through 608 and Section 701 et seq. of ERISA)
and similar obligations under other jurisdictions. All filings and reports as to each Employee Benefit Plan required to have been
submitted to the Internal Revenue Service or to the United States Department of Labor or any other governmental or non-governmental
US or non-US entity have been duly submitted.


(d)              
To the knowledge of Acquiree and the Members, there are no Legal Proceedings (except claims for benefits payable in the normal
operation of the Employee Benefit Plans and proceedings with respect to qualified domestic relations orders) against or involving
any Employee Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to
any material liability.





(e)               
All the Employee Benefit Plans that are intended to be qualified under Section 401(a) of the Code have received determination
letters from the Internal Revenue Service to the effect that such Employee Benefit Plans are qualified and the plans and the trusts
related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination
letter has been revoked and revocation has not been threatened, and no such Employee Benefit Plan has been amended since the date
of its most recent determination letter or application therefor in any respect, and no act or omission has occurred, that would
adversely affect its qualification or materially increase its cost. Each Employee Benefit Plan which is required to satisfy Section
401(k)(3) or Section 401(m)(2) of the Code has been tested for compliance with, and satisfies the requirements of, Section 401(k)(3)
and Section 401(m)(2) of the Code for each plan year ending prior to the Closing Date.


(f)               
Neither Acquiree, the Acquiree Subsidiaries nor any ERISA Affiliate has ever maintained an Employee Benefit Plan subject to Section
412 of the Code or Title IV of ERISA.


(g)              
At no time has Acquiree, any Acquiree Subsidiary or any ERISA Affiliate been obligated to contribute to any “multiemployer
plan” (as defined in Section 4001(a)(3) of ERISA).


(h)              
There are no unfunded obligations under any Employee Benefit Plan providing benefits after termination of employment to any employee
of Acquiree or any Acquiree Subsidiary (or to any beneficiary of any such employee), including but not limited to retiree health
coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B
of the Code or other applicable law and insurance conversion privileges under state law. The assets of each Employee Benefit Plan
which is funded are reported at their fair market value on the books and records of such Employee Benefit Plan.


(i)                
No act or omission has occurred and no condition exists with respect to any Employee Benefit Plan maintained by Acquiree, any
Acquiree Subsidiary or any ERISA Affiliate that would subject Acquiree, any Acquiree Subsidiary or any ERISA Affiliate to (i)
any material fine, penalty, tax or liability of any kind imposed under ERISA or the Code or (ii) any contractual indemnification
or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Employee Benefit Plan.


(j)                
No Employee Benefit Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association”
within the meaning of Section 501(c)(9) of the Code.


(k)              
Each Employee Benefit Plan is amendable and terminable unilaterally by Acquiree or an Acquiree Subsidiary at any time without
liability to Acquiree or any Acquiree Subsidiary as a result thereof and no Employee Benefit Plan, plan documentation or agreement,
summary plan description or other written communication distributed generally to employees by its terms prohibits Acquiree or
any Acquiree Subsidiary from amending or terminating any such Employee Benefit Plan.


(l)                
Section 2.17(k) of the Disclosure Schedule discloses each: (i) agreement with any member, director, executive officer or other
key employee of Acquiree or any Acquiree Subsidiary (A) the benefits of which are contingent, or the terms of which are materially
altered, upon the occurrence of a transaction involving Acquiree or any Acquiree Subsidiary of the nature of any of the transactions
contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits
or other benefits after the termination of employment of such director, executive officer or key employee; (ii) agreement, plan
or arrangement under which any person may receive payments from Acquiree or any Acquiree Subsidiary that may be subject to the
tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute payment”
under Section 280G of the Code; and (iii) agreement or plan binding Acquiree or any Acquiree Subsidiary, including without limitation
any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan or Employee
Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by
the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be
calculated on the basis of any of the transactions contemplated by this Agreement. The accruals for vacation, sickness and disability
expenses are accounted for on the Acquiree Interim Balance Sheet and are adequate and materially reflect the expenses associated
therewith in accordance with GAAP.


2.18Environmental
Matters.


 


(a)               
To the knowledge of Acquiree and its Members, each of Acquiree and the Acquiree Subsidiaries have complied with all applicable
Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have
not had and would not reasonably be expected to have an Acquiree Material Adverse Effect. There is no pending or, to the knowledge
of Acquiree and its Members, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding,
or investigation, inquiry or information request by any Governmental Entity, relating to any Environmental Law involving Acquiree
or any Acquiree Subsidiary, except for litigation, notices of violations, formal administrative proceedings or investigations,
inquiries or information requests that, individually or in the aggregate, have not had and would not reasonably be expected to
have an Acquiree Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national,
state, local or foreign government law, statute, rule or regulation or the common law relating to the environment, including without
limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation
and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and
noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial,
toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections,
spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands,
including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded
barrels, and other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing,
using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants,
contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above,
the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended (“CERCLA”).


 


(b)              
Set forth in Section 2.18(b) of the Disclosure Schedule is a list of all documents (whether in hard copy or electronic form) that
contain any environmental reports, investigations and audits relating to premises currently or previously owned or operated by
Acquiree or any Acquiree Subsidiary (whether conducted by or on behalf of Acquiree, any Acquiree Subsidiary or a third party,
and whether done at the initiative of Acquiree, an Acquiree Subsidiary or directed by a Governmental Entity or other third party)
which were issued or conducted during the past five years and which Acquiree or any Acquiree Subsidiary has possession of or access
to. A complete and accurate copy of each such document has been provided to the Purchaser.


 


(c)               
To the knowledge of Acquiree and its Members , there is no material environmental liability with respect to any solid or hazardous
waste transporter or treatment, storage or disposal facility that has been used by Acquiree or any Acquiree Subsidiary.


 


2.19Legal
Compliance. To the knowledge of Acquiree and its Members, each of Acquiree and the Acquiree Subsidiaries, and the conduct
and operations of their respective businesses, is in compliance with each applicable law (including rules and regulations thereunder)
of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually
or in the aggregate, have not had and would not reasonably be expected to have an Acquiree Material Adverse Effect. Schedule 2.19
is certificates of compliance.


 


2.20Permits.
Section 2.20 of the Disclosure Schedule sets forth a list of all material permits, licenses, registrations, certificates, orders
or approvals from any Governmental Entity (including without limitation those issued or required under Environmental Laws and
those relating to the occupancy or use of owned or leased real property) (“Permits”) issued to or held by Acquiree
or any Acquiree Subsidiary. Such listed Permits are the only material Permits that are required for Acquiree or any Acquiree Subsidiary
to conduct its business as presently conducted except for those the absence of which, individually or in the aggregate, have not
had and would not reasonably be expected to have an Acquiree Material Adverse Effect. Each such Permit is in full force and effect
and, to the knowledge of Acquiree and the Members, no suspension or cancellation of such Permit is threatened and, to the knowledge
of Acquiree and the Members, there is no reasonable basis for believing that such Permit will not be renewable upon expiration.
Each such Permit will continue in full force and effect immediately following the Closing.


 


2.21Certain
Business Relationships With Affiliates. Except as listed in Section 2.21 of the Disclosure Schedule, no Affiliate of Acquiree
(a) owns any material property or right, tangible or intangible, which is used in the business of Acquiree, (b) has any claim
or cause of action against Acquiree or any Acquiree Subsidiary, or (c) owes any money to, or is owed any money by, Acquiree or
any Acquiree Subsidiary. Section 2.21 of the Disclosure Schedule describes any transactions involving the receipt or payment in
between Acquiree, any Acquiree Subsidiary and any Affiliate thereof which have occurred or existed since December 31, 2014, other
than employment agreements.


 


2.22Brokers’
Fees. Neither Acquiree nor any Acquiree Subsidiary has any liability or obligation to pay any fees or commissions to any broker,
finder or agent with respect to the transactions contemplated by this Agreement, except as listed in Section 2.21 of the Disclosure
Schedule.


 


2.23Books
and Records. The minute books and other similar records of Acquiree and the Acquiree Subsidiaries contain complete and accurate
records, in all material respects, of all actions taken at any meetings of Acquiree’s or any Acquiree Subsidiary’s
Members, managing board or any committees thereof and of all written consents executed in lieu of the holding of any such meetings.
Acquiree has provided true and complete copies of all such minute books and similar records to Purchaser.


 


2.24Intellectual
Property.


 


(a)               
Acquiree and each Acquiree Subsidiary owns, is licensed or otherwise possesses legally enforceable rights to use, license and
exploit all issued patents, copyrights, trademarks, service marks, trade names, trade secrets, and registered domain names and
all applications for registration therefor (collectively, the "Intellectual Property Rights") and all computer programs
and other computer software, databases, know-how, proprietary technology, formulae, and development tools, together with all goodwill
related to any of the foregoing (collectively, the "Intellectual Property"), in each case as is necessary to conduct
its business as presently conducted, the absence of which would be considered reasonably likely to result in an Acquiree Material
Adverse Effect.


 


(b)              
Section 2.24(b) of the Disclosure Schedule sets forth, with respect to all issued patents and all registered copyrights, trademarks,
service marks and domain names registered with any Governmental Entity or for which an application for registration has been filed
with any Governmental Entity, (i) the registration or application number, the date filed and the title, if applicable, of the
registration or application and (ii) the names of the jurisdictions covered by the applicable registration or application. Section
2.24(b) of the Disclosure Schedule identifies each agreement currently in effect containing any ongoing royalty or payment obligations
of Acquiree or an Acquiree Subsidiary in excess of $5,000 per annum with respect to Intellectual Property Rights and Intellectual
Property that are licensed or otherwise made available to Acquiree.


 


(c)               
Except as set forth on Section 2.24(c) of the Disclosure Schedule, all Intellectual Property Rights that have been registered
with any Governmental Entity are valid and subsisting, except as would not reasonably be expected to have an Acquiree Material
Adverse Effect. As of the Effective Date, in connection with such registered Intellectual Property Rights, all necessary registration,
maintenance and renewal fees will have been paid and all necessary documents and certificates will have been filed with the relevant
Governmental Entities.


 


(d)              
To the knowledge of Acquiree and the Stockholders, neither Acquiree nor any Acquiree Subsidiary is nor will, as a result of the
consummation of the Acquisition or other transactions contemplated by this Agreement be, in breach in any material respect of
any license, sublicense or other agreement relating to the Intellectual Property Rights, or any licenses, sublicenses or other
agreements as to which Acquiree is a party and pursuant to which Acquiree uses any patents, copyrights (including software), trademarks
or other intellectual property rights of or owned by third parties (the "Third Party Intellectual Property Rights"),
the breach of which would be reasonably likely to result in an Acquiree Material Adverse Effect.


 


(e)               
Except as set forth on Section 2.24(e) of the Disclosure Schedule, neither Acquiree nor any Acquiree Subsidiary has been named
as a defendant in any suit, action or proceeding which involves a claim of infringement or misappropriation of any Third Party
Intellectual Property Right and neither Acquiree nor any Acquiree Subsidiary has received any notice or other communication (in
writing or otherwise) of any actual or alleged infringement, misappropriation or unlawful or unauthorized use of any Third Party
Intellectual Property. With respect to its marketed products, Acquiree and each Acquiree Subsidiary do not, to Acquiree’s
knowledge, infringe any third party intellectual property rights. With respect to its product candidates and products in research
or development, after the same are marketed, neither Acquiree, nor any Acquiree Subsidiary will, to its knowledge, infringe any
third party intellectual property rights.


 


(f)               
To the knowledge of Acquiree and the Stockholders, except as set forth on Section 2.24(f) of the Disclosure Schedule, no other
person is infringing, misappropriating or making any unlawful or unauthorized use of any Intellectual Property Rights in a manner
that has a material impact on the business of Acquiree or any Acquiree Subsidiary, except for such infringement, misappropriation
or unlawful or unauthorized use as would be reasonably expected to have an Acquiree Material Adverse Effect.


 


2.25Disclosure.
No representation or warranty by Acquiree or any Acquiree Subsidiary contained in this Agreement, and no statement contained in
the Disclosure Schedule or any other document, certificate or other instrument delivered or to be delivered by or on behalf of
Acquiree or any Acquiree Subsidiary pursuant to this Agreement, contains or will contain any untrue statement of a material fact
or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made,
in order to make the statements herein or therein not misleading. Acquiree has disclosed to the Purchaser all material information
requested by Purchaser and to the knowledge of Acquiree and its Members relating to the business of Acquiree and the Acquiree
Subsidiaries or the transactions contemplated by this Agreement.


 


2.26Duty
to Make Inquiry. To the extent that any of the representations or warranties in this Article II are qualified by “knowledge”
or “belief,” Acquiree and the Members represent and warrant that they have made due and reasonable inquiry and investigation
concerning the matters to which such representations and warranties relate, including, but not limited to, diligent inquiry by
its directors, officers and key personnel.


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES OF PURCHASER


 


Purchaser
represents and warrants to Acquiree and the Members that the statements contained in this Article III are true and correct, except
as set forth in the disclosure schedule provided by Purchaser to Acquiree and the Stockholders on the date hereof and accepted
in writing by Acquiree (the “Purchaser Disclosure Schedule”). The Purchaser Disclosure Schedule shall be arranged
in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, and except to the extent that
it is clear from the context thereof that such disclosure also applies to any other paragraph, the disclosures in any paragraph
of the Purchaser Disclosure Schedule shall qualify only the corresponding paragraph in this Article III. For purposes of this
Article III, the phrase “to the knowledge of the Purchaser” or any phrase of similar import shall be deemed to refer
to the actual knowledge of the executive officers of the Purchaser, as well as any other knowledge which such executive officers
would have possessed had they made reasonable inquiry with respect to the matter in question.


 


3.1Organization,
Qualification and Corporate Power. Each of the Purchaser and its Subsidiaries is a corporation duly organized, validly existing
and in good standing under the laws of the states of their respective formations. Purchaser is duly qualified to conduct business
and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership
or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would
not have an Purchaser Material Adverse Effect (as defined below). Each of Purchaser and the Purchaser Subsidiaries has all requisite
corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used
by it. The Purchaser has furnished or made available to Acquiree complete and accurate copies of its articles of incorporation
and bylaws, and the organizational documents of the Purchaser Subsidiaries. Neither the Purchaser nor any Purchaser Subsidiary
is in default under or in violation of any provision of its articles of incorporation, as amended to date, or its bylaws, as amended
to date. For purposes of this Agreement, “Purchaser Material Adverse Effect” means a material adverse effect on the
assets, business, condition (financial or otherwise), results of operations or future prospects of the Purchaser and its Subsidiaries,
taken as a whole.


 


3.2Capitalization.
The authorized capital stock of the Purchaser prior to the RSS consists of 2,450,000,000 shares of Purchaser Common Stock, of
which 903,333,142 shares were issued and outstanding as of the date of this Agreement, and 1,000,000 shares of preferred stock,
par value $0.001 per share, 1,370 of which were issued and outstanding as of the date of this Agreement. The Purchaser Common
Stock is presently eligible for quotation and trading on the OTCPink Market and is not subject to any notice of suspension or
delisting. The Purchaser Common Stock is presently registered under Section 12(g) of the Exchange Act. All of the issued and outstanding
shares of Purchaser Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights.
All outstanding or authorized options, warrants, rights, agreements or commitments to which the Purchaser is a party or which
are binding upon the Purchaser providing for the issuance or redemption of any of its capital stock are set forth on Section 3.2
of the Purchaser Disclosure Schedule. Except as set forth on the Purchaser Disclosure Schedule there are no outstanding or authorized
stock appreciation, phantom stock or similar rights with respect to the Purchaser. There are no agreements to which the Purchaser
is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration
under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights
of first refusal, co-sale rights or “drag-along” rights) of any securities of the Purchaser. There are no agreements
among other parties, to which the Purchaser is not a party and by which it is not bound, with respect to the voting (including
without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of
first refusal, co-sale rights or “drag-along” rights) of any securities of the Purchaser. All of the issued and outstanding
shares of Purchaser Common Stock were issued in compliance with applicable federal and state securities laws including, but not
limited to, the Securities Act. The Common Stock to be issued at the Closing, in connection with the exercise of the Warrants
and otherwise as specified in Section 1.1 of this Agreement, when issued and delivered in accordance with the terms hereof, shall
be duly and validly issued, fully paid and nonassessable and free of all preemptive rights. At Closing, the Warrant Shares will
be duly reserved for issuance upon exercise of the Warrants.


 


3.3Authorization
of Transaction. Purchaser has all requisite power and authority to execute and deliver this Agreement and to perform its obligations
hereunder and thereunder. The execution and delivery by the Purchaser of this Agreement, and the agreements contemplated hereby
and thereby (collectively, the “Transaction Documentation”), and the consummation by the Purchaser of the transactions
contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Purchaser.
This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes a valid and binding obligation
of the Purchaser, enforceable against it in accordance with its terms.


 


3.4Noncontravention.
Neither the execution and delivery by the Purchaser of this Agreement or the Transaction Documentation, nor the consummation
by the Purchaser of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the articles
or certificate of incorporation or bylaws of the Purchaser, (b) require on the part of the Purchaser any filing with, or permit,
authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without
due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any Party any
right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the
Purchaser is a party or by which it is bound or to which any of its assets are subject, except for (i) any conflict, breach, default,
acceleration, termination, modification or cancellation which would not have an Purchaser Material Adverse Effect and would not
adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of
which would not have an Purchaser Material Adverse Effect and would not adversely affect the consummation of the transactions
contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Purchaser or (e) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser or any of its properties or assets.


 


3.5Subsidiaries.


 


(a)               
Purchaser has no Subsidiaries except as set forth on Section 3.5 of the Purchaser Disclosure Schedules. Each Purchaser subsidiary
is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the jurisdiction of
its incorporation.


 


(b)              
At all times from the date of incorporation of Purchaser, through the date of this Agreement, the business and operations of Purchaser
have been conducted exclusively through Purchaser or one of the Purchaser Subsidiaries.


 


(c)               
Purchaser does not control directly or indirectly or have any direct or indirect participation or similar interest in any corporation,
partnership or limited liability company, joint venture, trust or business association which is not a Subsidiary.


 


3.6Exchange
Act Reports. Purchaser has furnished or made available to Acquiree complete and accurate copies, as amended or supplemented,
of its (a) Annual Report on Form 10-K for the fiscal year ended July 31, 2015, as filed with the SEC, which contained audited
balance sheets of Purchaser as of July 31, 2015 and 2014, and the related statements of operations, changes in shareholders’
equity and cash flows for the years then ended; and (b) all other reports filed by Purchaser under the Exchange Act with the SEC
(such reports are collectively referred to herein as the “Purchaser Reports”). The Purchaser Reports constitute all
of the documents required to be filed by Purchaser with the SEC under the Exchange Act, through the date of this Agreement. The
Purchaser Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder
when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff
of the SEC with respect to any of the Purchaser Reports. As of their respective dates, the Purchaser Reports did not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.


 


3.7Compliance
with Laws. Each of Purchaser and its Subsidiaries:


 


(a)               
and the conduct and operations of their respective businesses, are in compliance with each applicable law (including rules and
regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations
or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have an Purchaser Material
Adverse Effect;


 


(b)              
has complied with all federal and state securities laws and regulations, including being current in all of its reporting obligations
under such federal and state securities laws and regulations;


 


(c)               
has not, and to the knowledge of Purchaser, the past and present officers, directors and Affiliates of Purchaser have not, been
the subject of, nor does any officer or director of Purchaser have any reason to believe Purchaser or any of its officers, directors
or Affiliates will be the subject of, any civil or criminal proceeding or investigation by any federal or state agency alleging
a violation of securities laws;


 


(d)              
has not been the subject of any voluntary or involuntary bankruptcy proceeding, nor has it been a party to any material litigation;


 


(e)               
has not, and to the knowledge of Purchaser, the past and present officers, directors and Affiliates have not, been the subject
of, nor does any officer or director of Purchaser have any reason to believe that Purchaser or any of its officers, directors
or affiliates will be the subject of, any civil, criminal or administrative investigation or proceeding brought by any federal
or state agency having regulatory authority over such entity or person; and


 


(f)               
does not and will not on the Closing, have any liabilities, contingent or otherwise, including but not limited to notes payable
and accounts payable, and is not a party to any executory agreements.


 


3.8Financial
Statements. The audited financial statements and unaudited interim financial statements of Purchaser included in the Purchaser
Reports (collectively, the “Purchaser Financial Statements”) (i) complied as to form in all material respects with
applicable accounting requirements and, as appropriate, the published rules and regulations of the SEC with respect thereto when
filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except
as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q
under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Purchaser
as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records
of Purchaser.


 


3.9Absence
of Certain Changes. Since the date of the balance sheet contained in the most recent Purchaser Report, there has occurred
no event or development which, individually or in the aggregate, has had, or could reasonably be expected to have in the future,
a Purchaser Material Adverse.


 


3.10Litigation.
Except as disclosed in the Purchaser Reports, as of the date of this Agreement, there is no Legal Proceeding which is pending
or, to Purchaser’s knowledge, threatened against Purchaser or any Subsidiary of Purchaser which, if determined adversely
to Purchaser or such Subsidiary, could have, individually or in the aggregate, a Purchaser Material Adverse Effect or which in
any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement.


 


3.11Undisclosed
Liabilities. None of Purchaser and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent,
whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained
in the most recent Purchaser Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most
recent Purchaser Report in the Ordinary Course of Business which do not exceed $5,000 and (c) contractual and other liabilities
incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.


 


3.12Tax
Matters.


 


(a)               
Except as disclosed in Section 3.12(a) of the Purchaser Disclosure Schedule, each of Purchaser and the Subsidiaries has filed
on a timely basis all Tax Returns that it was required to file, and to the knowledge of Purchaser, the past and present officers,
directors and Affiliates of Purchase, all such Tax Returns were complete and accurate in all material respects. Neither the Purchaser
nor any Purchaser Subsidiary is or has ever been a member of a group of corporations with which it has filed (or been required
to file) consolidated, combined or unitary Tax Returns, other than a group of which only Purchaser and the Purchaser Subsidiaries
are or were members. Each of Purchaser and the Purchaser Subsidiaries has paid on a timely basis all Taxes that were due and payable.
The unpaid Taxes of Purchaser and the Purchaser Subsidiaries for tax periods through the date of the balance sheet contained in
the most recent Purchaser Report do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred
Taxes established to reflect timing differences between book and Tax income) set forth on such balance sheet. Neither Purchaser
nor any Purchaser Subsidiary has any actual or potential liability for any Tax obligation of any taxpayer (including without limitation
any affiliated group of corporations or other entities that included Purchaser or any Purchaser Subsidiary during a prior period)
other than Purchaser and the Purchaser Subsidiaries. To the knowledge of Purchaser, the past and present officers, directors and
Affiliates of Purchaser, all Taxes that Purchaser or any Purchaser Subsidiary is or was required by law to withhold or collect
have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity.


 


(b)              
Purchaser has delivered or made available to Acquiree complete and accurate copies of all U.S. federal income Tax Returns, examination
reports and statements of deficiencies assessed against or agreed to by Purchaser or any Subsidiary since July 31, 2014. No examination
or audit of any Tax Return of Purchaser or any Purchaser Subsidiary by any Governmental Entity is currently in progress or, to
the knowledge of Purchaser, threatened or contemplated. Neither Purchaser nor any Purchaser Subsidiary has been informed by any
jurisdiction that the jurisdiction believes that Purchaser or such Subsidiary was required to file any Tax Return that was not
filed. Neither Purchaser nor any Purchaser Subsidiary has waived any statute of limitations with respect to Taxes or agreed to
an extension of time with respect to a Tax assessment or deficiency.


 


(c)               
Neither Purchaser nor any Purchaser Subsidiary: (i) is a “consenting corporation” within the meaning of Section 341(f)
of the Code, and none of the assets of Purchaser or the Purchaser Subsidiaries are subject to an election under Section 341(f)
of the Code; (ii) has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code
during the applicable period specified in Section 897(c)(l)(A)(ii) of the Code; (iii) has made any payments, is obligated to make
any payments, or is a party to any agreement that could obligate it to make any payments that may be treated as an “excess
parachute payment” under Section 280G of the Code; (iv) has any actual or potential liability for any Taxes of any person
(other than Purchaser and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of federal, state,
local, or foreign law), or as a transferee or successor, by contract, or otherwise; or (v) is or has been required to make a basis
reduction pursuant to Treasury Regulation Section 1.1502-20(b) or Treasury Regulation Section 1.337(d)-2(b).


 


(d)              
None of the assets of Purchaser or any Purchaser Subsidiary: (i) is property that is required to be treated as being owned by
any other person pursuant to the provisions of former Section 168(f)(8) of the Code; (ii) is “tax-exempt use property”
within the meaning of Section 168(h) of the Code; or (iii) directly or indirectly secures any debt the interest on which is tax
exempt under Section 103(a) of the Code.


 


(e)               
Neither Purchaser nor any Purchaser Subsidiary has undergone a change in its method of accounting resulting in an adjustment to
its taxable income pursuant to Section 481 of the Code.


 


3.13Assets.
Purchaser owns or leases all tangible assets necessary for the conduct of its businesses as presently conducted and as presently
proposed to be conducted. Each such tangible asset is free from material defects, has been maintained in accordance with normal
industry practice, is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purposes
for which it presently is used. Except as set forth in Schedule 3.13 of the Purchaser Disclosure Schedule, no asset of Purchaser
or any Purchaser Subsidiary (tangible or intangible) is subject to any Security Interest.


 


3.14Owned
Real Property. Neither Purchaser nor any Purchaser Subsidiary owns any real property.


 


3.15Real
Property Leases. Section 3.15 of the Purchaser Disclosure Schedule lists all real property leased or subleased to or by the
Purchaser or any Purchaser Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable
thereunder. Purchaser has delivered or made available to Acquiree complete and accurate copies of the leases and subleases listed
in Section 3.15 of the Purchaser Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 of the Purchaser
Disclosure Schedule:


 


(a)               
to the knowledge of Purchaser, the past and present officers, directors and Affiliates of Purchaser, the lease or sublease is
legal, valid, binding, enforceable and in full force and effect;


 


(b)              
to the knowledge of Purchaser, the past and present officers, directors and Affiliates of Purchaser, the lease or sublease will
continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance
with the terms thereof as in effect immediately prior to the Closing;


 


(c)               
to the knowledge of Purchaser, the past and present officers, directors and Affiliates of Purchaser, neither Purchaser nor any
Purchaser Subsidiary is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is
pending or, to the knowledge of Purchaser, is threatened, which, after the giving of notice, with lapse of time, or otherwise,
would constitute a breach or default by Purchaser or any Purchaser Subsidiary or, to the knowledge of Purchaser, any other party
under such lease or sublease;


 


(d)              
neither Purchaser nor any Purchaser Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any
interest in the leasehold or subleasehold; and


 


(e)               
Purchaser is not aware of any Security Interest, easement, covenant or other restriction applicable to the real property subject
to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses
or the occupancy by Purchaser or Purchaser Subsidiary of the property subject thereto.


 


3.16Contracts.


 


(a)               
Section 3.16 of the Purchaser Disclosure Schedule lists the following agreements (written or oral) to which Purchaser or any Purchaser
Subsidiary is a party as of the date of this Agreement:


 


(i)                
any agreement (or group of related agreements) for the lease of personal property from or to third parties;


 


(ii)              
any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services;


 


(iii)            
any agreement establishing a partnership or joint venture;


 


(iv)            
any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur,
assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed
(or may impose) a Security Interest on any of its assets, tangible or intangible;


 


(v)              
any agreement concerning confidentiality or noncompetition;


 


(vi)            
any employment or consulting agreement;


 


(vii)          
any agreement involving any current or former officer, director or stockholder of Purchaser or any Affiliate thereof;


 


(viii)        
any agreement under which the consequences of a default or termination would reasonably be expected to have an Purchaser Material
Adverse Effect;


 


(ix)            
any agreement which contains any provisions requiring Purchaser or any Purchaser Subsidiary to indemnify any other party thereto
(excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course
of Business);


 


(x)              
any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course
of Business; and


 


(xi)            
any agreement, other than as contemplated by the Private Placement Offering, this Agreement and the Split-Off, relating to the
sales of securities of Purchaser or any Purchaser Subsidiary to which Purchaser or such Subsidiary is a party.


 


(b)              
Purchaser has delivered or made available to Acquiree a complete and accurate copy of each agreement listed in Section 3.16 of
the Purchaser Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable
and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and
effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and
(iii) neither Purchaser nor any Purchaser Subsidiary nor, to the knowledge of Purchaser, any other party, is in breach or violation
of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of Purchaser, is threatened,
which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by Purchaser or any
Purchaser Subsidiary or, to the knowledge of the Purchaser, any other party under such contract.


 


3.17Reserved


 


3.18Powers
of Attorney. There are no outstanding powers of attorney granted by or executed on behalf of the Purchaser or any Purchaser
Subsidiary.


 


3.19Employees.


 


(a)               
Purchaser Reports contain all material information concerning the employees of Purchaser.


 


(b)              
Neither Purchaser nor any Purchaser Subsidiary is a party to or bound by any collective bargaining agreement, nor have any of
them experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. Purchaser
has no knowledge of any organizational effort made or threatened, either currently or since the date of organization of Purchaser,
by or on behalf of any labor union with respect to employees of Purchaser or any Purchaser Subsidiary.


 


3.20Employee
Benefits.


 


(a)               
Section 3.20(a) of the Purchaser Disclosure Schedule contains a complete and accurate list of all Employee Benefit Plans maintained,
or contributed to, by Purchaser, any Purchaser Subsidiary or any ERISA Affiliate. Complete and accurate copies of (i) all Employee
Benefit Plans which have been reduced to writing, (ii) written summaries of all unwritten Employee Benefit Plans, (iii) all related
trust agreements, insurance contracts and summary plan descriptions, and (iv) all annual reports filed on IRS Form 5500, 5500C
or 5500R and (for all funded plans) all plan financial statements for the last five plan years for each Employee Benefit Plan,
have been delivered or made available to Purchaser. Each Employee Benefit Plan has been administered in all material respects
in accordance with its terms and each of Purchaser, the Purchaser Subsidiaries and the ERISA Affiliates has in all material respects
met its obligations with respect to such Employee Benefit Plan and has made all required contributions thereto. Purchaser, each
Subsidiary of Purchaser, each ERISA Affiliate and each Employee Benefit Plan are in compliance in all material respects with the
currently applicable provisions of ERISA and the Code and the regulations thereunder (including without limitation Section 4980
B of the Code, Subtitle K, Chapter 100 of the Code and Sections 601 through 608 and Section 701 et seq. of ERISA). All filings
and reports as to each Employee Benefit Plan required to have been submitted to the Internal Revenue Service or to the United
States Department of Labor have been duly submitted.


 


(b)              
To the knowledge of Purchaser, there are no Legal Proceedings (except claims for benefits payable in the normal operation of the
Employee Benefit Plans and proceedings with respect to qualified domestic relations orders) against or involving any Employee
Benefit Plan or asserting any rights or claims to benefits under any Employee Benefit Plan that could give rise to any material
liability.


 


(c)               
All the Employee Benefit Plans that are intended to be qualified under Section 401(a) of the Code have received determination
letters from the Internal Revenue Service to the effect that such Employee Benefit Plans are qualified and the plans and the trusts
related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination
letter has been revoked and revocation has not been threatened, and no such Employee Benefit Plan has been amended since the date
of its most recent determination letter or application therefor in any respect, and no act or omission has occurred, that would
adversely affect its qualification or materially increase its cost. Each Employee Benefit Plan which is required to satisfy Section
401(k)(3) or Section 401(m)(2) of the Code has been tested for compliance with, and satisfies the requirements of, Section 401(k)(3)
and Section 401(m)(2) of the Code for each plan year ending prior to the Closing Date.


 


(d)              
Neither Purchaser, any Purchaser Subsidiary, nor any ERISA Affiliate has ever maintained an Employee Benefit Plan subject to Section
412 of the Code or Title IV of ERISA.


 


(e)               
At no time has Purchaser, any Purchaser Subsidiary or any ERISA Affiliate been obligated to contribute to any “multiemployer
plan” (as defined in Section 4001(a)(3) of ERISA).


 


(f)               
There are no unfunded obligations under any Employee Benefit Plan providing benefits after termination of employment to any employee
of Purchaser or any Purchaser Subsidiary (or to any beneficiary of any such employee), including but not limited to retiree health
coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B
of the Code or other applicable law and insurance conversion privileges under state law. The assets of each Employee Benefit Plan
which is funded are reported at their fair market value on the books and records of such Employee Benefit Plan.


 


(g)              
No act or omission has occurred and no condition exists with respect to any Employee Benefit Plan maintained by Purchaser, any
Purchaser Subsidiary or any ERISA Affiliate that would subject Purchaser, any Purchaser Subsidiary or any ERISA Affiliate to (i)
any material fine, penalty, tax or liability of any kind imposed under ERISA or the Code or (ii) any contractual indemnification
or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Employee Benefit Plan.


 


(h)              
No Employee Benefit Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association”
within the meaning of Section 501(c)(9) of the Code.


 


(i)                
Each Employee Benefit Plan is amendable and terminable unilaterally by Purchaser at any time without liability to Purchaser as
a result thereof and no Employee Benefit Plan, plan documentation or agreement, summary plan description or other written communication
distributed generally to employees by its terms prohibits Purchaser from amending or terminating any such Employee Benefit Plan.


 


(j)                
Section 3.22(j) of the Purchaser Disclosure Schedule discloses each: (i) agreement with any stockholder, director, executive officer
or other key employee of Purchaser or any Purchaser Subsidiary (A) the benefits of which are contingent, or the terms of which
are materially altered, upon the occurrence of a transaction involving Purchaser or any Purchaser Subsidiary of the nature of
any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C)
providing severance benefits or other benefits after the termination of employment of such director, executive officer or key
employee; (ii) agreement, plan or arrangement under which any person may receive payments from Purchaser or any Purchaser Subsidiary
that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute
payment” under Section 280G of the Code; and (iii) agreement or plan binding Purchaser or any Purchaser Subsidiary, including
without limitation any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance
benefit plan or Employee Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which
will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits
of which will be calculated on the basis of any of the transactions contemplated by this Agreement. To the extent applicable,
the accruals for vacation, sickness and disability expenses are accounted for on the Purchaser Financial Statements and are adequate
and materially reflect the expenses associated therewith.


 


3.21Environmental
Matters.


 


(a)               
Each of Purchaser and the Purchaser Subsidiaries has complied with all applicable Environmental Laws, except for violations of
Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser
Material Adverse Effect. There is no pending or, to the knowledge of Purchaser, threatened civil or criminal litigation, written
notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Entity,
relating to any Environmental Law involving Purchaser or any Purchaser Subsidiary, except for litigation, notices of violations,
formal administrative proceedings or investigations, inquiries or information requests that, individually or in the aggregate,
have not had and would not reasonably be expected to have an Purchaser Material Adverse Effect.


 


(b)              
Set forth in Section 3.21(b) of the Purchaser Disclosure Schedule is a list of all documents (whether in hard copy or electronic
form) that contain any environmental reports, investigations and audits relating to premises currently or previously owned or
operated by Purchaser or an Purchaser Subsidiary (whether conducted by or on behalf of Purchaser or a Purchaser Subsidiary or
a third party, and whether done at the initiative of Purchaser or a Purchaser Subsidiary or directed by a Governmental Entity
or other third party) which were issued or conducted during the past five years and which Purchaser has possession of or access
to. A complete and accurate copy of each such document has been provided to Acquiree.


 


(c)               
Purchaser is not aware of any material environmental liability of any solid or hazardous waste transporter or treatment, storage
or disposal facility that has been used by Purchaser or any Purchaser Subsidiary.


 


3.22Permits.
Section 3.22 of the Purchaser Disclosure Schedule sets forth a list of all permits, licenses, registrations, certificates, orders
or approvals from any Governmental Entity (including without limitation those issued or required under Environmental Laws and
those relating to the occupancy or use of owned or leased real property) (“Purchaser Permits”) issued to or held by
Purchaser or any Purchaser Subsidiary. Such listed Permits are the only Purchaser Permits that are required for Purchaser and
the Purchaser Subsidiaries to conduct their respective businesses as presently conducted except for those the absence of which,
individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.
Each such Purchaser Permit is in full force and effect and, to the knowledge of Purchaser, no suspension or cancellation of such
Purchaser Permit is threatened and there is no basis for believing that such Purchaser Permit will not be renewable upon expiration.
Each such Purchaser Permit will continue in full force and effect immediately following the Closing.


 


 


3.23Certain
Business Relationships With Affiliates. No Affiliate of Purchaser or of any Purchaser Subsidiary (a) owns any property or
right, tangible or intangible, which is used in the business of Purchaser or any Purchaser Subsidiary, (b) has any claim or cause
of action against Purchaser or any Purchaser Subsidiary, or (c) owes any money to, or is owed any money by, Purchaser or any Purchaser
Subsidiary. Purchaser Reports contain all material information concerning transactions and relationships between the Purchaser
and its Subsidiaries on one hand and any of their Affiliates on the other.


 


3.24Tax-Free
Reorganization. DELETED


 


 


3.25Brokers’
Fees. Neither Purchaser nor the any Purchaser Subsidiary has any liability or obligation to pay any fees or commissions to
any broker, finder or agent with respect to the transactions contemplated by this Agreement.


 


3.26Disclosure.
No representation or warranty by Purchaser contained in this Agreement or in any of the Transaction Documentation, and no statement
contained in any document, certificate or other instrument delivered or to be delivered by or on behalf of Purchaser or any Purchaser
Subsidiary pursuant to this Agreement or therein, contains or will contain any untrue statement of a material fact or omits or
will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to
make the statements herein or therein not misleading.


 


3.27Accountants.
MNP, LLP and its predecessors (“Auditor”), has been Purchaser’s registered public accounting firm and in such
capacity audited the financial statements of Purchaser for each of the years ended July 31, 2015, 2014 and 2013. Throughout its
engagement by Purchaser, Auditor has been (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley
Act of 2002), (b) “independent” with respect to Purchaser within the meaning of Regulation S-X and (c) in compliance
with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the Commission and the Public Company
Accounting Oversight Board. The report of Auditor on the financial statements of Purchaser for the past fiscal year did not contain
an adverse opinion or a disclaimer of opinion, nor was it qualified as to audit scope or accounting principles, although it did
express uncertainty as to Purchaser’s ability to continue as a going concern. During Purchaser’s most recent fiscal
year and the subsequent interim periods, there have been no disagreements with Auditor on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures. None of the reportable events listed in Item 304(a)(1)(iv)
of Regulation S-K occurred with respect to Auditor.


 


3.28Minute
Books. The minute books and other similar records of Purchaser and each Purchaser Subsidiary contain, in all material respects,
complete and accurate records of all actions taken at any meetings of directors and stockholders or actions by written consent
in lieu of the holding of any such meetings since the time of organization of each such corporation through the date of this Agreement.
Purchaser has provided true and complete copies of all such minute books, and other similar records to Acquiree’s representatives.


 


3.29Board
Action. Purchaser’s Board of Directors has unanimously determined that the Acquisition is advisable and in the best
interests of Purchaser’s stockholders and is on terms that are fair to such Purchaser stockholders.


 


ARTICLE
IV.


COVENANTS


 


4.1Closing
Efforts. Each of the Parties shall use its best efforts, to the extent commercially reasonable (“Reasonable Best Efforts”),
to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement,
including without limitation using its Reasonable Best Efforts to ensure that (i) its representations and warranties remain true
and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of each Party, to the
extent in the control of a Party, to consummate the Acquisition are satisfied.


 


4.2Governmental
and Third-Party Notices and Consents.


 


(a)               
Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other
authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities,
as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all
applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement.


 


(b)              
Acquiree shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties,
and to give all such notices to third parties, as are required as listed in Section 2.4 of the Disclosure Schedule.


 


4.3Current
Report. As soon as reasonably practicable after the execution of this Agreement, the Parties shall prepare a current report
on Form 8-K relating to this Agreement and the transactions contemplated hereby (the “Current Report”). Each of Acquiree
and Purchaser shall use its Reasonable Best Efforts to cause the Current Report to be filed with the SEC within four business
days of the execution of this Agreement and to otherwise comply with all requirements of applicable federal and state securities
laws.


 


4.4Operation
of Acquiree Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective
Time, Acquiree shall conduct its operations in the Ordinary Course of Business and in material compliance with all applicable
laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business
organization, keep its physical assets in good working condition, keep available the services of its current officers and employees
and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill
and ongoing business shall not, except as expressly contemplated by this Agreement, be impaired in any material respect. Without
limiting the generality of the foregoing, prior to the Effective Time, Acquiree shall not, without the written consent of Purchaser
(which shall not be unreasonably withheld or delayed):


 


(a)               
issue or sell, or redeem or repurchase, any Acquiree Membership Units or other securities of Acquiree or other rights to acquire
any such Acquiree Membership Units or other securities (except pursuant to the conversion or exercise of convertible securities
outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible
securities;


 


(b)              
issue any Acquiree Membership Units or pay any distribution (whether in cash, stock or property or any combination thereof) in
respect of its Acquiree Membership Units;


 


(c)               
create, incur or assume any indebtedness (including obligations in respect of capital leases) except in the Ordinary Course of
Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become
liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make
any loans, advances or capital contributions to, or investments in, any other person or entity;


 


(d)              
enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal
increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or
fringe benefits of, or materially modify the employment terms of, its directors, officers or employees, generally or individually,
or pay any bonus or other benefit to its directors, officers or employees;


 


(e)               
acquire, sell, lease, license or dispose of any assets or property (including without limitation any shares or other equity interests
in or securities of any corporation, partnership, association or other business organization or division thereof), other than
purchases and sales of assets in the Ordinary Course of Business;


 


(f)               
mortgage or pledge any of its property or assets or subject any such property or assets to any Security Interest;


 


(g)              
discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business;


 


(h)              
amend its charter, by-laws or other organizational documents;


 


(i)                
change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally
applicable change in GAAP;


 


(j)                
enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive
any rights under, any material contract or agreement;


 


(k)              
institute or settle any Legal Proceeding;


 


(l)                
take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take
action would result in (i) any of the representations and warranties of Acquiree set forth in this Agreement becoming untrue or
(ii) any of the conditions to the Acquisition set forth in Article V not being satisfied; or


 


(m)            
agree in writing or otherwise to take any of the foregoing actions.


 


4.5Access
to Acquiree Information.


 


(a)               
Acquiree shall permit representatives of Purchaser to have full access (at all reasonable times, and in a manner so as not to
interfere with the normal business operations of Acquiree) to all premises, properties, financial and accounting records, contracts,
other records and documents, and personnel, of or pertaining to Acquiree and each Acquiree Subsidiary.


 


(b)              
The Confidentiality Agreement dated ________________ between Purchaser and Acquiree shall remain in full force and effect until
Closing, and shall govern information obtained by Purchaser pursuant to section 4.5(b).


 


4.6Indemnification.


 


(a)               
Except as otherwise contemplated by this Agreement, Purchaser shall not, for a period of three years after the Effective Time,
take any action to alter or impair any exculpatory or indemnification provisions now existing in the articles of organization
or other formation documents of Acquiree for the benefit of any individual who served as a director or officer of Acquiree at
any time prior to the Effective Time, except for any changes which may be required to conform with changes in applicable law and
any changes which do not affect the application of such provisions to acts or omissions of such individuals prior to the Effective
Time.


 


(b)              
From and after the Effective Time, Purchaser agrees that it will, and will cause Acquiree to, indemnify and hold harmless each
present and former Member and officer of Acquiree (the “Indemnified Executives”) against any costs or expenses (including
attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection
with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out
of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at
or after the Effective Time, to the fullest extent permitted under Nevada law (and Purchaser and Acquiree shall also advance expenses
as incurred to the fullest extent permitted under Nevada law, provided the Indemnified Executive to whom expenses are advanced
provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Executive is not entitled
to indemnification).


 


4.7Quotation
of Acquisition Shares. The Purchaser shall take whatever steps are necessary to cause all of the outstanding shares of Purchaser
Common Stock, including any shares of Purchaser Common Stock that may be issued pursuant to Section 1.11, to be eligible for quotation
on the OTC Markets.


 


4.8RSS.
Following Closing, each party will use its Reasonable Best Efforts to effectuate the RSS as soon as practicable.


 


4.9No
Shorting. Each of the Purchaser and Acquiree shall use its Reasonable Best Efforts to ensure that each officer, director,
and/or key employee of Purchaser beneficially owning 10% or more of the Purchaser Common Stock after giving effect to the Acquisition
(each a “Restricted Holder”), agrees that it will not, for a period commencing on the date hereof and terminating
two years after the Effective Time, directly or indirectly, effect or agree to effect any short sale (as defined in Rule 200 under
Regulation SHO of the Exchange Act), whether or not against the box, establish any “put equivalent position” (as defined
in Rule 16a-1(h) under the Exchange Act) with respect to the Purchaser Common Stock, borrow or pre-borrow any shares of Purchaser
Common Stock, or grant any other right (including, without limitation, any put or call option) with respect to the Purchaser Common
Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Purchaser
Common Stock or otherwise seek to hedge its position in the Purchaser Common Stock (each, a “Prohibited Transaction”).


 


4.10Appointment
of Additional Directors. As soon as practicable after Closing, Purchaser shall appoint at least two additional persons to
serve on its board of directors, each of which shall be independent.


 


ARTICLE
V.


CONDITIONS
TO CONSUMMATION OF ACQUISITION


 


5.1Conditions
to Each Party’s Obligations. The respective obligations of each Party to consummate the Acquisition are subject to the
satisfaction of the following conditions:


 


(a)               
satisfactory completion by Purchaser and Acquiree of all necessary due diligence;


 


(b)              
consummation of all required definitive instruments and agreements specified in this Agreement, in forms acceptable to Acquiree
and Purchaser;


 


(c)               
Acquiree and Purchaser obtaining all necessary board and third party consents;


 


(d)              
that there be no injunction or order in effect by any governmental authority prohibiting the Acquisition; and


 


(e)               
The extinguishment of (i) any and all outstanding shares of Purchaser’s preferred stock and (ii) any and all outstanding
warrants exercisable for Purchaser Common Stock, on terms reasonably acceptable to Purchaser and Acquiree.


 


5.2Conditions
to Obligations of the Purchaser. The obligation of Purchaser to consummate the Acquisition is subject to the satisfaction (or
waiver by Purchaser) of the following additional conditions:


 


(a)               
Acquiree shall have obtained (and shall have provided copies thereof to Purchaser) the written consents of the Acquiree to the
execution, delivery and performance by Acquiree of this Agreement and the other Transaction Documents to which it is a party,
in form and substance satisfactory to Purchaser;


 


(b)              
Acquiree shall have obtained (and shall have provided copies thereof to the Purchaser) all waivers, permits, consents, approvals
or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required
on the part of Acquiree, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have
an Acquiree Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions
contemplated by this Agreement;


 


(c)               
the representations and warranties of Acquiree set forth in this Agreement (when read without regard to any qualification as to
materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall
be true and correct as of the Effective Time as though made as of the Effective Time ( provided , however , that to the extent
such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct
as of such earlier date), except for any untrue or incorrect representation and warranty that, individually or in the aggregate,
does not have an Acquiree Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the
transactions contemplated by this Agreement;


 


(d)              
Acquiree shall have performed or complied in all material respects with its agreements and covenants required to be performed
or complied with under this Agreement as of or prior to the Effective Time;


 


(e)               
no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent
consummation of any of the transactions contemplated by this Agreement, or (ii) cause any of the transactions contemplated by
this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be
in effect;


 


(f)               
Acquiree shall have delivered to Purchaser a certificate (the “Acquiree Certificate”) to the effect that each of the
conditions specified in clause (e ) (with respect to Acquiree’s due diligence of the Purchaser) of Section 5.1 and clauses
(a) through (e) (insofar as clause (e) relates to Legal Proceedings involving Acquiree) of this Section 5.2 is satisfied in all
respects;


 


(g)              
the Members shall have agreed not to engage in any Prohibited Transactions;


 


(h)              
the Purchaser shall have received from counsel to Acquiree, the opinion letter, in form and substance satisfactory to Purchaser,
addressed to the Purchaser and the Placement Agent and dated as of the Closing Date;


 


(i)                
there shall have been no material adverse changes to Acquiree’s business since the date of this Agreement;


 


(j)                
Acquiree shall have delivered to Purchaser a certification duly executed by each Member certifying that such person is either
an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation
S, respectively, under the Securities Act;


 


(k)              
Acquiree shall have delivered to Purchaser audited and interim unaudited financial statements of Acquiree pro forma the Acquisition,
compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K


 


(l)                
Purchaser’s due diligence shall have confirmed an enterprise valuation of Acquiree of at least $30,000,000; and


 


5.3Conditions
to Obligations of Acquiree. The obligation of Acquiree to consummate the Acquisition is subject to the satisfaction (or waiver
by Acquiree) of the following additional conditions:


 


(a)               
Purchaser shall have obtained (and shall have provided copies thereof to Acquiree) the written consents of (i) all of the members
of its Board of Directors, (ii) all of the members of the Board of Directors of Split-Off Subsidiary, and (iii) the sole stockholder
of Split-Off Subsidiary, in each case to the execution, delivery and performance by the each such entity of this Agreement and/or
the other Transaction Documentation to which each such entity a party, in form and substance reasonably satisfactory to Acquiree;


 


(b)              
Purchaser shall have obtained (and shall have provided copies thereof to Acquiree) all of the waivers, permits, consents, approvals
or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required
on the part of the Purchaser, except for any the failure of which to obtain or effect does not, individually or in the aggregate,
have a Purchaser Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions
contemplated by this Agreement;


 


(c)               
the representations and warranties of the Purchaser set forth in this Agreement (when read without regard to any qualification
as to materiality or Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and
shall be true and correct as of the Effective Time as though made as of the Effective Time ( provided , however , that to the
extent such representation or warranty expressly relates to an earlier date, such representation and warranty shall be true and
correct as of such earlier date), except for any untrue or incorrect representation and warranty that, individually or in the
aggregate, do not have a Purchaser Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate
the transactions contemplated by this Agreement;


 


(d)              
Purchaser shall have performed or complied with its agreements and covenants required to be performed or complied with under this
Agreement as of or prior to the Effective Time;


 


(e)               
no material Legal Proceedings shall be pending or threatened against Purchaser and no Legal Proceeding shall be pending wherein
an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated
by this Agreement, or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation,
and no such judgment, order, decree, stipulation or injunction shall be in effect;


 


(f)               
Purchaser shall have delivered to Acquiree a certificate (the “Purchaser Certificate”) to the effect that each of
the conditions specified in clause (f) (with respect to Purchaser’s due diligence of Acquiree) of Section 5.1 and clauses
(a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Purchaser and its Subsidiaries) of this Section
5.3 is satisfied in all respects;


 


(g)              
Acquiree shall have received from counsel to the Purchaser, an opinion letter, in form and substance satisfactory to Acquiree,
addressed to Acquiree and the Placement Agent and dated as of the Closing Date;


 


(h)              
Acquiree shall have received a certificate of Purchaser’s transfer agent and registrar certifying that as of the Closing
Date there are 197,500,000 shares of Purchaser Common Stock issued and outstanding.


 


(i)                
there shall have been no material adverse changes to the Purchaser’s business since the date of this Agreement; and


 


(j)                
Joseph Moscato shall be appointed as the Purchaser’s President and Chief Executive Officer; and


 


(k)              
each of Acquiree’s designees shall be appointed to serve on the Board of Directors of Purchaser.


 


ARTICLE
VI.


INDEMNIFICATION


 


6.1Indemnification
by Berkman.


 


Berkman
shall, for a period commencing from the Closing Date and ending on the second anniversary of the Closing Date, indemnify Purchaser
in respect of, and hold it harmless against, any and all debts, obligations losses, liabilities, deficiencies, damages, fines,
fees, penalties, interest obligations, expenses or costs (whether absolute, accrued, contingent, fixed or otherwise, or whether
known or unknown, or due or to become due or otherwise) (including without limitation amounts paid in settlement, interest, court
costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses
of litigation) (collectively, “Damages”) incurred or suffered by Acquiree or Purchaser or any Affiliate thereof resulting
from:


 


(a)               
any misrepresentation or breach of warranty by, or failure to perform any covenant or agreement of, Acquiree contained in this
Agreement or the Acquiree Certificate;


 


(b)              
any claim by a Member or former Member of Acquiree, or any other person or entity, seeking to assert, or based upon: (i) ownership
or rights to ownership of any Acquiree Membership Units prior to the Effective Time; (ii) any rights of a Member prior to the
Effective Time (other than the right to receive Exchange Shares pursuant to this Agreement), including any option, preemptive
rights or rights to notice or to vote; (iii) any rights under the organizational documents of Acquiree prior to the Effective
Time; or (iv) any claim that his, her or its shares were wrongfully repurchased by Acquiree prior to the Effective Time;


 


(c)               
except for brokerage commissions payable in connection with the Private Placement Offering, any claim for brokers’ or finders’
fees or agents’ commissions arising from or through Acquiree, any of its pre-Acquisition Affiliates or any Stockholder in
connection with the negotiation or consummation of the transactions contemplated by this Agreement; and


 


(d)              
any violation of, or any liability under, any Environmental Law (an “Environmental Claim”) relating to or arising
from the activities and operations of Acquiree prior to the Effective Time, regardless of when the environmental hazard giving
rise to such Environmental Claim is discovered.


 


(e)               
Notwithstanding the foregoing, except with respect to any fraud or willful misconduct by Acquiree in connection with this Agreement,
Purchaser’s sole and exclusive right to collect any Damages with respect to claims resulting from or relating to any misrepresentation
or breach of warranty of or failure to perform any covenant or agreement by Berkman contained in this Agreement shall be by return
of the Purchaser Common Stock or Warrants, with the Common Stock values at the average closing price of the Purchaser Common Stock
on its primary market during the five trading days preceding the day on which Berkman receives a Claim Notice, and the Warrants
values at the positive difference between such average trading price and the exercise price of the warrants.


 


 


6.2Indemnification
by Purchaser. Subject to the limitations provided herein, Purchaser shall, for a period commencing from the Closing Date and
ending on the second anniversary of the Closing Date, indemnify the Stockholders in respect of, and hold them harmless against,
any and all Damages incurred or suffered by Stockholders resulting from:


 


(a)               
any misrepresentation or breach of warranty by or failure to perform any covenant or agreement of Purchaser contained in this
Agreement or the Purchaser Certificate; and


 


(b)              
excluding broker commissions payable in connection with the Private Placement Offering, any claim for brokers’ or finders’
fees or agents’ commissions arising from or through Purchaser or any of its pre-Acquisition Affiliates in connection with
the negotiation or consummation of the transactions contemplated by this Agreement.


 


6.3Indemnification
Claims.


 


(a)               
In the event Purchaser or the Members are entitled, or seek to assert rights, to indemnification under this Article VI, Purchaser
or Member (as the case may be) shall give written notification to the Members or Purchaser (as the case may be) of the commencement
of any suit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought.
Such notification shall be given within 20 business days after receipt by the party seeking indemnification of notice of such
suit or proceeding, and shall describe in reasonable detail (to the extent known by the party seeking indemnification) the facts
constituting the basis for such suit or proceeding and the amount of the claimed damages; provided, however, that no delay on
the part of the party seeking indemnification in notifying the indemnifying party shall relieve the indemnifying party of any
liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within
20 days after delivery of such notification, the indemnifying party may, upon written notice thereof to the party seeking indemnification,
assume control of the defense of such suit or proceeding with counsel reasonably satisfactory to the party seeking indemnification;
provided that the indemnifying party may not assume control of the defense of a suit or proceeding involving criminal liability
or in which equitable relief is sought against the party seeking indemnification. If the indemnifying party does not so assume
control of such defense, the party seeking indemnification shall control such defense. The party not controlling such defense
(the “Non-Controlling Party”) may participate therein at its own expense; provided that if the indemnifying party
assumes control of such defense and the party seeking indemnification reasonably concludes that the indemnifying party and the
party seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding,
the reasonable fees and expenses of counsel to the party seeking indemnification shall be considered “Damages” for
purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-Controlling
Party advised of the status of such suit or proceeding and the defense thereof and shall consider in good faith recommendations
made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such
information as it may have with respect to such suit or proceeding (including copies of any summons, complaint or other pleading
which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting
the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such suit or proceeding. The indemnifying
party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the
prior written consent of the party seeking indemnification, which shall not be unreasonably withheld or delayed; provided that
the consent of the party seeking indemnification shall not be required if the indemnifying party agrees in writing to pay any
amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the party
seeking indemnification from further liability and has no other materially adverse effect on the party seeking indemnification.
The party seeking indemnification shall not agree to any settlement of, or the entry of any judgment arising from, any such suit
or proceeding without the prior written consent of the indemnifying party, which shall not be unreasonably withheld or delayed.


 


(b)              
In order to seek indemnification under this Article VI, the party seeking indemnification shall give written notification (a “Claim
Notice”) to the indemnifying party which contains (i) a description and the amount (the “Claimed Amount”) of
any Damages incurred or reasonably expected to be incurred by the party seeking indemnification, (ii) a statement that the party
seeking indemnification is entitled to indemnification under this Article VI for such Damages and a reasonable explanation of
the basis therefor, and (iii) a demand for payment (in the manner provided in paragraph (c) below) in the amount of the Claimed
Amount.


 


(c)               
Within 20 days after delivery of a Claim Notice, the indemnifying party shall deliver to the party seeking indemnification a written
response (the “Response”) in which the indemnifying party shall: (i) agree that the party seeking indemnification
is entitled to receive all of the Claimed Amount, (ii) agree that the party seeking indemnification is entitled to receive part,
but not all, of the Claimed Amount (the “Agreed Amount”) or (iii) dispute that the party seeking indemnification is
entitled to receive any of the Claimed Amount. If the indemnifying party in the Response disputes its liability for all or part
of the Claimed Amount, the indemnifying party and the party seeking indemnification shall follow the procedures set forth in Section
6.3(d) for the resolution of such dispute (a “Dispute”).


 


(d)              
During the 60-day period following the delivery of a Response that reflects a Dispute, the indemnifying party and the party seeking
indemnification shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 60-day period,
the indemnifying party and the party seeking indemnification shall discuss in good faith the submission of the Dispute to a mutually
acceptable alternative dispute resolution procedure (which may be non-binding or binding upon the parties, as they agree in advance)
(the “ADR Procedure”). In the event the indemnifying party and the party seeking indemnification agree upon an ADR
Procedure, such parties shall, in consultation with the chosen dispute resolution service (the “ADR Service”), promptly
agree upon a format and timetable for the ADR Procedure, agree upon the rules applicable to the ADR Procedure, and promptly undertake
the ADR Procedure. The provisions of this Section 6.3(d) shall not obligate the indemnifying party and the party seeking indemnification
to pursue an ADR Procedure or prevent either such Party from pursuing the Dispute in a court of competent jurisdiction; provided
that, if the indemnifying party and the party seeking indemnification agree to pursue an ADR Procedure, neither the indemnifying
party nor the party seeking indemnification may commence litigation or seek other remedies with respect to the Dispute prior to
the completion of such ADR Procedure. Any ADR Procedure undertaken by the indemnifying party and the party seeking indemnification
shall be considered a compromise negotiation for purposes of federal and state rules of evidence, and all statements, offers,
opinions and disclosures (whether written or oral) made in the course of the ADR Procedure by or on behalf of the indemnifying
party, the party seeking indemnification or the ADR Service shall be treated as confidential and, where appropriate, as privileged
work product. Such statements, offers, opinions and disclosures shall not be discoverable or admissible for any purposes in any
litigation or other proceeding relating to the Dispute (provided that this sentence shall not be construed to exclude from discovery
or admission any matter that is otherwise discoverable or admissible). The fees and expenses of any ADR Service used by the indemnifying
party and the party seeking indemnification shall be considered to be Damages; provided, that if the indemnifying party are determined
not to be liable for Damages in connection with such Dispute, the party seeking indemnification shall pay all such fees and expenses.


 


(e)               
For purposes of this Section 6.3 and the last two sentences of Section 6.4, any references to the Acquiree Members or the Indemnifying
Members (except provisions relating to an obligation to make, or a right to receive, any payments provided for in Section 6.3
or Section 6.4) shall be deemed to refer to the Indemnification Representative. The Indemnification Representative shall have
full power and authority on behalf of each Member or Indemnifying Member to take any and all actions on behalf of, execute any
and all instruments on behalf of, and execute or waive any and all rights of, Members or Indemnifying Members under this Article
VI. The Indemnification Representative shall have no liability to any Member or Indemnifying Member for any action taken or omitted
on behalf of Members or Indemnifying pursuant to this Article VI.


 


6.4Survival
of Representations and Warranties. All representations and warranties contained in this Agreement, the Acquiree Certificate
or the Purchaser Certificate shall (a) survive the Closing and any investigation at any time made by or on behalf of Purchaser
or Acquiree and (b) shall expire on the date two (2) years following the Closing Date. If an party entitled to indemnification
delivers to a party from whom it may seek indemnification hereunder, before expiration of a representation or warranty, either
a Claim Notice based upon a breach of such representation or warranty, or a notice that, as a result a legal proceeding instituted
by or written claim made by a third party, the party entitled to indemnification reasonably expects to incur Damages as a result
of a breach of such representation or warranty (an “Expected Claim Notice”), then such representation or warranty
shall survive until, but only for purposes of, the resolution of the matter covered by such Expected Claim Notice.


 


6.5Limitations
on Claims for Indemnification.


 


(a)               
(i)Notwithstanding anything to the contrary herein, Purchaser shall not be entitled to recover, or be indemnified for, Damages
under this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Members collectively
exceeds $50,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, Purchaser shall
only be entitled to recover for Damages in excess of such Damages Threshold.


 


(ii)Except
with respect to claims based on fraud or willful misconduct, after the Closing, the rights of Purchaser under this Article VI
shall be the exclusive remedy of Purchaser with respect to claims resulting from or relating to any misrepresentation or breach
of warranty of or failure to perform any covenant or agreement by Stockholder contained in this Agreement.


 


(b)              
(i)Notwithstanding anything to the contrary herein, the Stockholders shall not be entitled to recover, or be indemnified for,
Damages under this Article VI unless and until the aggregate of all such Damages paid or payable by Purchaser collectively exceeds
the Damages Threshold and then, if such aggregate Damages Threshold is reached, Stockholder shall only be entitled to recover
for Damages in excess of such Damages Threshold.


 


(ii)Except
with respect to claims based on fraud or willful misconduct, after the Closing, the rights of Stockholder under this Article VI
shall be the exclusive remedy of Stockholder with respect to claims resulting from or relating to any misrepresentation or breach
of warranty of or failure to perform any covenant or agreement by Purchaser contained in this Agreement.


 


(iii)Notwithstanding
anything in this Agreement to the contrary, except with respect to any fraud or willful misconduct by Purchaser or its Affiliates
in connection with this Agreement, the delivery to a Stockholder entitled to indemnification by Purchaser under this Article VI
of shares of Purchaser Common Stock valued as set forth in section 6.1 hereof.


 


(c)               
No Indemnifying Stockholder shall have any right of contribution against the Purchaser or Acquiree after Closing with respect
to any breach by Acquiree of any of its representations, warranties, covenants or agreements. The amount of Damages recoverable
by Purchaser under this Article VI with respect to an indemnity claim shall be reduced by (i) any proceeds received by Purchaser
with respect to the Damages to which such indemnity claim relates, from an insurance carrier and (ii) the amount of any tax savings
actually realized by Purchaser, for the tax year in which such Damages are incurred, which are clearly attributable to the Damages
to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment
or any insurance proceeds relating to such Damages).


 


ARTICLE
VII.


DEFINITIONS


 


For purposes
of this Agreement, each of the following defined terms is defined in the Section of this Agreement indicated below.


 


	DEFINED
    TERM	SECTION
	2016 Interim
    Balance Sheet	2.6
	Acquiree	introduction
	Acquiree Certificate	5.2(f)
	Acquiree Material
    Adverse Effect	2.1
	Acquiree Membership
    Units	Introduction
	Acquiree Subsidiary	2.5
	Acquisition	Introduction
	ADR Procedure	6.3(d)
	ADR Service	6.3(d)
	Affiliate	2.13(a)(vii)
	Agreement	Introduction
	Agreement Amount	6.3(c)
	Auditors	3.27
	Balance Sheet
    Date	2.6
	CERCLA	2.18(a)
	Claim Notice	6.3(b)
	Claimed Amount	6.3(b)
	Closing	1.4
	Closing Date	1.4
	Closing Date
    Common Stock  	1.1(a)
	Code	Introduction
	Contemplated
    Transactions	8.3
	Controlling Party	6.3(a)
	Current Report	4.3
	Damages	6.1
	Damages Threshold	6.5(a)(i)
	Defaulting Party	8.6
	Disclosure Schedule	Article II
	Dispute	6.3(c)
	Effective Time	1.4
	Employee Benefit
    Plan	2.17(a)(i)
	Environmental
    Claim	6.1(d)
	Environmental
    Law	2.18(a)
	ERISA	2.17(a)(ii)
	ERISA Affiliate	2.17(a)(iii)
	Exchange Act	2.6
	Expected Claim
    Notice	6.4
	Financial Statements	2.6
	GAAP	2.6
	Governmental
    Entity	2.4
	Indemnified Executives	4.6(b)
	Intellectual
    Property	2.24(a)
	Intellectual
    Property Rights	2.24(a)
	Interim Balance
    Sheet Data	2.6
	Interim Balance
    Sheets	2.6
	Interim Financial
    Statements	2.6
	Legal
                                         Proceeding

        Member
	2.15

        Introduction

	Non-Controlling
    Party	6.3(a)
	Non-Defaulting
                                         Party

        Operating
        Agreement
	8.6

        1.5

	Ordinary Course
    of Business	3.16(a)(ix)
	Organization
    Date	2.9(c)
	Parties	Introduction
	Party	Introduction
	Permits	2.20
	Prohibited Transaction	4.9
	Purchaser	Introduction
	Purchaser Certificate	5.3(f)
	Purchaser Common
    Stock  	1.1(e)
	Purchaser Disclosure
    Schedule	Article III
	Purchaser Financial
    Statement	3.8
	Purchaser Material
    Adverse Effect	3.1
	Purchaser Permits	3.22
	Purchaser Reports	3.6
	Purchaser Subsidiary	2.5
	Reasonable Best
    Efforts	4.1
	Registration
    Statement	1.2
	Reorganization	Introduction
	Response	6.3(c)
	Restricted Holder	4.9
	RSS	Introduction
	RSS Completion
    Shares	1.1(d)
	Securities Act	1.8(a)
	Security Interest	2.4
	Acquisition	Introduction
	 	Introduction
	Subsidiaries	2.5
	Subsidiary	2.5
	Tax Returns	2.9(a)(ii)
	Taxes	2.9(a)(i)
	Third Party Intellectual
    Property Rights	2.24(d)
	Transaction Documentation	3.3
	Warrant Shares	1.1(d)
	Warrants	1.1(d)
	Year-End Financial
    Statements	2.6


 


ARTICLE
VIII.


TERMINATION


 


8.1
Termination by Mutual Agreement. This Agreement may be terminated at any time by mutual written consent of the Parties.


 


8.2Termination
for Failure to Close. This Agreement shall be automatically terminated if the Closing Date shall not have occurred by December
15, 2016, unless such date is extended by mutual written consent of the Parties.


 


8.3Termination
by Operation of Law. This Agreement may be terminated by any Party hereto if there shall be any statute, rule or regulation
that renders consummation of the transactions contemplated by this Agreement (the “Contemplated Transactions”) illegal
or otherwise prohibited, or a court of competent jurisdiction or any government (or governmental authority) shall have issued
an order, decree or ruling, or has taken any other action restraining, enjoining or otherwise prohibiting the consummation of
such transactions and such order, decree, ruling or other action shall have become final and nonappealable.


 


8.4Termination
for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time:


 


(a)               
by the Purchaser if: (i) any of the representations and warranties made in this Agreement by Acquiree shall not be materially
true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such
time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing
Date; (iii) Acquiree shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as
otherwise set forth herein; or


 


(b)              
by Acquiree if: (i) any of the representations and warranties of the Purchaser shall not be materially true and correct when made
or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions
set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Purchaser shall
have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein.


 


8.5Effect
of Termination or Default; Remedies. In the event of termination of this Agreement as set forth above, this Agreement shall
forthwith become void and there shall be no liability on the part of any Party hereto, provided that such Party is a Non-Defaulting
Party (as defined below). The foregoing shall not relieve any Party from liability for damages actually incurred as a result of
such Party’s breach of any term or provision of this Agreement.


 


8.6Remedies;
Specific Performance. In the event that any Party shall fail or refuse to consummate the Contemplated Transactions or if any
default under or beach of any representation, warranty, covenant or condition of this Agreement on the part of any Party (the
“Defaulting Party”) shall have occurred that results in the failure to consummate the Contemplated Transactions, then
in addition to the other remedies provided herein, the non-defaulting Party (the “Non-Defaulting Party”) shall be
entitled to seek and obtain money damages from the Defaulting Party, or may seek to obtain an order of specific performance thereof
against the Defaulting Party from a court of competent jurisdiction, provided that the Non-Defaulting Party seeking such protection
must file its request with such court within forty-five (45) days after it becomes aware of the Defaulting Party’s failure,
refusal, default or breach. In addition, the Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court
costs and reasonable attorneys’ fees incurred in connection with or in pursuit of enforcing the rights and remedies provided
hereunder.


 


ARTICLE
IX.


MISCELLANEOUS


 


9.1Press
Releases and Announcements. No Party shall issue any press release or public announcement relating to the subject matter of
this Agreement without the prior written approval of the other Parties; provided, however , that any Party may make any public
disclosure it believes in good faith is required by applicable law, regulation or stock market rule (in which case the disclosing
Party shall use reasonable efforts to advise the other Parties and provide them with a copy of the proposed disclosure prior to
making the disclosure).


 


9.2No
Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the Parties and
their respective successors and permitted assigns; provided, however, that (a) the provisions in Article I concerning issuance
of the Exchange Shares and Article VI concerning indemnification are intended for the benefit of the Stockholders , (b) the provisions
in Section 4.9 concerning indemnification are intended for the benefit of the individuals specified therein and their successors
and assigns, and (c) the provisions of Articles II and III covering the representations and warranties of Acquiree to Purchaser
and Purchaser to Acquiree are also intended for the benefit of the Placement Agent.


 


9.3Entire
Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties
and supersedes any prior understandings, agreements or representations by or among the Parties, written or oral, with respect
to the subject matter hereof.


 


9.4Succession
and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder
without the prior written approval of the other Parties.


 


9.5Counterparts
and Facsimile Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature.


 


9.6Headings.
The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement.


 


9.7Notices.
All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly delivered four business days after it is sent by registered or certified
mail, return receipt requested, postage prepaid, or one business day after it is sent for next business day delivery via a reputable
nationwide overnight courier service, in each case to the intended recipient as set forth below:


 


If to Acquiree:


 


10102 USA
Today Way


Miramar,
FL 33014


Attn: Lawrence
Salvo, CEO


 


Copy to
(which copy shall not constitute notice hereunder):


 


Lamont Neiman
& Interian, P.A..


100 North
Biscayne Boulevard


Suite 801


Miami, Florida
33132


Attn: Jan
Neiman, Esq.


 


If to Purchaser:


 


4145 North
Service Road, Suite 200


Burlington,
Ontario


Canada L7L
6A3


 


Copy to
(which copy shall not constitute notice hereunder):


 


Eckert Seamans
Cherin & Mellott, LLC


50 S. 16th
Street, 22nd Philadelphia, PA 19102


Attn: Gary
Miller, Esq.


Facsimile:
(215) 851-8383


 


Any
Party may give any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery,
expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand,
claim or other communication shall be deemed to have been duly given unless and until it actually is received by the Party for
whom it is intended. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder
are to be delivered by giving the other Parties notice in the manner herein set forth.


 


9.8Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of laws of any jurisdictions other than those of the State of Delaware.


 


 


9.9Amendments
and Waivers. The Parties may mutually amend any provision of this Agreement at any time prior to the Effective Time. No amendment
of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties. No waiver
of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the Party giving such waiver.
No waiver by any Party with respect to any default, misrepresentation or breach of warranty or covenant hereunder shall be deemed
to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way
any rights arising by virtue of any prior or subsequent such occurrence.


 


9.10Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction
declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination
of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or
to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable
as so modified.


 


9.11Construction.


 


(a)               
The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and
no rule of strict construction shall be applied against any Party.


 


(b)              
Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise.


 


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



    	 



    

 


 


IN WITNESS
WHEREOF, the Parties have executed this Agreement as of the date first above written.


 


PURCHASER:


Generex
Biotechnology Corporation


 


 


By:/S/


Name: Mark
A. Fletcher


Title: Chief
Executive Officer


 


 


ACQUIREE:


Hema
Diagnostic Systems, LLC


 


 


By:___________/S/_________________



Name: Lawrence
Salvo


Title: Chief
Executive Officer


 


Member:


 


_/S/_________________






Stephen
L. Berkman


 


The
following Members acknowledge and consent to the transactions contemplated by this Agreement and agree to be bound by the provisions
of Section 1.1(d) above, and hereby join in representations and warranties made in Section 2.2, above:


 


_/S/_________________



Lawrence Salvo


 


 


_/S/_________________






Luis Agudelo