Exhibit
10.1


 


 


 


 


 


 


 


 


 


 


 


SHARE
EXCHANGE AGREEMENT


 


BY
AND AMONG


 


GRATITUDE
HEALTH, INC.


f/k/a
Vapir Enterprises, Inc.


 


AND


 


THE
PRINCIPAL SHAREHOLDER OF GRATITUDE HEALTH, INC.


 


AND


 


GRATITUDE
HEALTH, INC. (FL)


 


AND


 


THE
SHAREHOLDERS OF GRATITUDE HEALTH, INC. (FL)


 


Dated
as of: March 23, 2018


 


 


 


 


 


 


 


 


 


 


 






     

     


    

 


TABLE
OF CONTENTS


 


	ARTICLE
    I DEFINITIONS	1
	Section
    1.1	Definitions	1
	 	 	 
	ARTICLE
    II SHARE EXCHANGE; CLOSING	5
	Section
    2.1	Share Exchange	5
	Section
    2.2	Closing	5
	Section
    2.3	Closing Deliveries
    by Acquiror and Acquiror Principal Shareholder	6
	Section
    2.4	Closing Deliveries
    by Acquiree, and Acquiree Shareholders	6
	Section
    2.5	Section 368 Reorganization	6
	 	 	 
	ARTICLE
    III REPRESENTATIONS OF ACQUIREE SHAREHOLDERS	6
	Section
    3.1	Authority	6
	Section
    3.2	Binding Obligations	6
	Section
    3.3	No Conflicts	7
	Section
    3.4	Certain Proceedings	7
	Section
    3.5	No Brokers or Finders	7
	Section
    3.6	Investment Representations	7
	Section
    3.7	Stock Legends	9
	Section
    3.8	Disclosure	10
	 	 	 
	ARTICLE
    IV REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE	10
	Section
    4.1	Organization and
    Qualification	11
	Section
    4.2	Authority	11
	Section
    4.3	Binding Obligations	11
	Section
    4.4	No Conflicts	11
	Section
    4.5	Subsidiaries	12
	Section
    4.6	Organizational Documents	12
	Section
    4.7	Capitalization	12
	Section
    4.8	No Brokers or Finders	12
	Section
    4.9	Disclosure	12
	 	 	 
	ARTICLE
    V REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDER	13
	Section
    5.1	Organization and
    Qualification	13
	Section
    5.2	Authority	13
	Section
    5.3	Binding Obligations	13
	Section
    5.4	No Conflicts	14
	Section
    5.5	Subsidiaries	14
	Section
    5.6	Organizational Documents	14
	Section
    5.7	Compliance with
    Laws	15
	Section
    5.8	Certain Proceedings	15
	Section
    5.9	No Brokers or Finders	16
	Section
    5.10	Contracts	16
	Section
    5.11	Tax Matters	16


 


	Section
    5.12	Labor
    Matters	17
	Section
    5.13	Employee Benefits	17
	Section
    5.14	Title to Assets	17
	Section
    5.15	Intellectual Property  	17



 






    i


     


    

 


	Section
    5.16	SEC Reports	18
	Section
    5.17	Internal Accounting
    Controls	18
	Section
    5.18	Application of Takeover
    Protections	18
	Section
    5.19	Transactions With
    Affiliates and Employees	18
	Section
    5.20	Liabilities	19
	Section
    5.21	Bank Accounts and
    Safe Deposit Boxes	19
	Section
    5.22	Investment Company	19
	Section
    5.23	Bank Holding Company
    Act	19
	Section
    5.24	Public Utility Holding
    Act	19
	Section
    5.25	Federal Power Act	19
	Section
    5.26	Money Laundering
    Laws	19
	Section
    5.27	Foreign Corrupt
    Practices	19
	Section
    5.28	Absence of Certain
    Changes or Events	20
	Section
    5.29	Disclosure	20
	Section
    5.30	Undisclosed Events	20
	Section
    5.31	Non-Public Information	20
	 	 	 
	ARTICLE
    VI CONDUCT PRIOR TO CLOSING	20
	Section
    6.1	Conduct of Business	21
	Section
    6.2	Restrictions on
    Conduct of Business	
	 	 	 
	ARTICLE
    VII ADDITIONAL AGREEMENTS	23
	Section
    7.1	Access to Information	23
	Section
    7.2	Legal Requirements	23
	Section
    7.3	Notification of
    Certain Matters	23
	 	 	 
	Article
    VIII POST CLOSING COVENANTS	24
	Section
    8.1	General	24
	Section
    8.2	Litigation Support	24
	Section
    8.3	Assistance with
    Post-Closing SEC Reports and Inquiries	24
	Section
    8.4	Public Announcements	24
	 	 	 
	ARTICLE
    IX CONDITIONS TO CLOSING	24
	Section
    9.1	Conditions to Obligation
    of the Parties Generally	24
	Section
    9.2	Conditions to Obligation
    of the Acquiree Parties	25
	Section
    9.3	Conditions to Obligation
    of the Acquiror Parties	27
	 	 	 
	ARTICLE
    X TERMINATION	28
	Section
    10.1	Grounds for Termination	29
	Section
    10.2	Procedure and Effect
    of Termination	29
	Section
    10.3	Effect of Termination	29


 


	ARTICLE
    XI SURVIVAL	29
	Section
    11.1	Survival	29
	 	 	 
	ARTICLE
    XII MISCELLANEOUS PROVISIONS	29
	Section
    12.1	Expenses	29
	Section
    12.2	Confidentiality	29
	Section
    12.3	Notices	30
	Section
    12.4	Further Assurances	31
	Section
    12.5	Waiver	31
	Section
    12.6	Entire Agreement
    and Modification	31
	Section
    12.7	Assignments, Successors,
    and No Third-Party Rights	31
	Section
    12.8	Severability	31
	Section
    12.9	Section Headings	31
	Section
    12.10	Construction	32
	Section
    12.11	Counterparts	32
	Section
    12.12	Specific Performance	32
	Section
    12.13	Governing Law; Submission
    to Jurisdiction	32
	Section
    12.14	Waiver of Jury Trial	32


 






    ii


     


    

 





SHARE
EXCHANGE AGREEMENT 


 


This
SHARE EXCHANGE AGREEMENT (“Agreement”), dated as of March 23, 2018, is made by and among GRATITUDE HEALTH,
INC. f/ka Vapir Enterprises, Inc., a corporation organized under the laws of Nevada (the “Acquiror”), HAMID
EMARLOU (the “Acquiror Principal Shareholder”), GRATITUDE HEALTH, INC. (FL), a corporation organized under
the laws of Florida (the “Acquiree”), and each of the Persons listed on Schedule I hereto who are shareholders
of the Acquiree (collectively, the “Acquiree Shareholders,” and individually an “Acquiree Shareholder”).
Each of the Acquiror, Acquiree and Acquiree Shareholders are referred to herein individually as a “Party” and
collectively as the “Parties.”


 


RECITALS:


 


WHEREAS,
the Acquiree Shareholders are the holders of all of the issued and outstanding shares of common stock of the Acquiree (the “Acquiree
Interests”);


 


WHEREAS,
the Acquiree Shareholders have agreed to transfer to the Acquiror, and the Acquiror has agreed to acquire from the Acquiree Shareholders,
all of the Acquiree Interests, in exchange for the issuance of 1,020,000 Acquiror Shares (as defined below) to the Acquiree Shareholders,
which Acquiror Shares shall, upon conversion, constitute approximately 85.84% on a fully diluted basis of the issued and outstanding
shares of Acquiror Common Stock (as defined below) immediately after the closing of the transactions contemplated herein, in each
case, on the terms and conditions as set forth herein;


 


NOW,
THEREFORE, in consideration of the foregoing premises, and the covenants, representations and warranties set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted, the Parties,
intending to be legally bound, hereby agree as follows:


 


Article
I

DEFINITIONS


 


Section
1.1  Definitions.


   


For
all purposes of and under this Agreement, the following terms shall have the following respective meanings:


 


“Accredited
Investor” has the meaning set forth in Rule 501 under the Securities Act.


 


“Acquiree”
has the meaning set forth in the preamble.


 


“Acquiree
Disclosure Schedule” has the meaning set forth in Article IV.


 


“Acquiree
Interests” has the meaning set forth in the recitals.


 


“Acquiree
Indemnified Parties” means the Acquiree and the Acquiree Shareholders and their respective Affiliates and the officers,
directors and representatives of such Persons; provided that (i) the Acquiror shall be a member of the Acquiree Indemnified Parties
after the Closing and (ii) none of the Acquiror Principal Shareholder nor the Acquiror Principal Shareholder’ Affiliates
shall be members of the Acquiree Indemnified Parties at any time.


 


“Acquiree
Organizational Documents” has the meaning set forth in Section 4.6.


 






    	 	1	 



     


    

 


“Acquiree
Shareholder” and “Acquiree Shareholders” have the respective meanings set forth in the preamble.


 


“Acquiror”
has the meaning set forth in the recitals.


 


“Acquiror
Common Stock” means the common stock, par value $0.001 per share, of the Acquiror.


 


“Acquiror
Disclosure Schedule” has the meaning set forth in Article V.


 


“Acquiror
Most Recent Fiscal Year End” means December 31, 2016.


 


“Acquiror
Principal Shareholder” has the meaning set forth in the preamble.


 


“Acquiror
Series A Preferred Stock” means the Series A Convertible Preferred Stock, par value $0.001, subject to the terms contained
in the Certificate of Designation.


 


“Acquiror
Series B Preferred Stock” means the Series B Convertible Preferred Stock, par value $0.001, subject to the terms contained
in the Certificate of Designation.


 


“Acquiror
Shares” means each of the Acquiror Series A Preferred Stock and Acquiror Series B Preferred Stock issued to the Acquiree
Shareholders pursuant to this Agreement.


 


“Acquisition
Transaction” means any transaction or series of transactions involving: (a) any merger, consolidation, share exchange,
business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction;
or (b) any sale (other than sales of inventory in the Ordinary Course of Business), lease (other than in the Ordinary Course of
Business), exchange, transfer (other than sales of inventory in the Ordinary Course of Business), license (other than nonexclusive
licenses in the Ordinary Course of Business), acquisition or disposition of assets.


 


“Action”
means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation
pending or threatened before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal,
state, county, local or foreign), stock market, stock exchange or trading facility.


 


“Affiliate”
has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act.


 


“Agreement”
has the meaning set forth in the preamble.


 


“BHCA”
has the meaning set forth in Section 5.23.


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in New York, New York are required
or authorized to be closed.


 


“Certificate
of Designation” means the Certificate of Designation to be filed prior to the Closing by the Acquiror with the Secretary
of State of Nevada in the form of Exhibit A attached hereto.


 


“Closing”
has the meaning set forth in Section 2.2.


 


“Closing
Date” has the meaning set forth in Section 2.2.


 






    	 	2	 



     


    

 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Common
Stock” means shares of Acquiror’s Common Stock, $0.001 par value.


 


“Competing
Transaction Proposal” means any inquiry, proposal, indication of interest or offer from any Person contemplating or
otherwise relating to any Acquisition Transaction directly or indirectly involving the Acquiror, its business or any assets of
the Acquiror (including, without limitation, any Acquisition Transaction involving Acquiror Principal Shareholder that would include
the Acquiror, its business or any assets of the Acquiror).


 


“Contract”
means any written or oral contract, lease, license, indenture, note, bond, agreement, arrangement, understanding, permit, concession,
franchise or other instrument.


 


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


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations
of the SEC thereunder, all as the same will then be in effect.


 


“Federal
Reserve” has the meaning set forth in Section 5.23.


 


“GAAP”
means, with respect to any Person, generally accepted accounting principles in the U.S. applied on a consistent basis with such
Person’s past practices.


 


“Governmental
Authority” means any domestic or foreign, federal or national, state or provincial, municipal or local government, governmental
authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality,
political subdivision, commission, court, tribunal, official, arbitrator or arbitral body.


 


“Indebtedness”
means without duplication, (a) all indebtedness or other obligation of the Person for borrowed money, whether current, short-term,
or long-term, secured or unsecured, (b) all indebtedness of the Person for the deferred purchase price for purchases of property
outside the Ordinary Course of Business, (c) all lease obligations of the Person under leases which are capital leases in accordance
with GAAP, (d) any off-balance sheet financing of the Person including synthetic leases and project financing, (e) any payment
obligations of the Person in respect of banker’s acceptances or letters of credit (other than stand-by letters of credit
in support of ordinary course trade payables), (f) any liability of the Person with respect to interest rate swaps, collars, caps
and similar hedging obligations, (g) any liability of the Person under deferred compensation plans, phantom stock plans, severance
or bonus plans, or similar arrangements made payable as a result of the transactions contemplated herein, (h) any indebtedness
referred to in clauses (a) through (g) above of any other Person which is either guaranteed by, or secured by a security interest
upon any property owned by, the Person and (i) accrued and unpaid interest of, and prepayment premiums, penalties or similar contractual
charges arising as result of the discharge at Closing of, any such foregoing obligation.


 


“Intellectual
Property” means all industrial and intellectual property, including, without limitation, all U.S. and non-U.S. patents,
patent applications, patent rights, trademarks, trademark applications, common law trademarks, Internet domain names, trade names,
service marks, service mark applications, common law service marks, and the goodwill associated therewith, copyrights, in both
published and unpublished works, whether registered or unregistered, copyright applications, franchises, licenses, know-how, trade
secrets, technical data, designs, customer lists, confidential and proprietary information, processes and formulae, all computer
software programs or applications, layouts, inventions, development tools and all documentation and media constituting, describing
or relating to the above, including manuals, memoranda, and records, whether such intellectual property has been created, applied
for or obtained anywhere throughout the world.


 






    	 	3	 



     


    

 


“Knowledge”
shall mean, except as otherwise explicitly provided herein, actual knowledge after reasonable investigation. The Acquiror shall
be deemed to have “Knowledge” of a matter if any of its officers, directors, stockholders, or employees has Knowledge
of such matter. Phrases such as “to the Knowledge of the Acquiror” or the “Acquiror’s Knowledge”
shall be construed accordingly.


 


“Laws”
means, with respect to any Person, any U.S. or non-U.S., federal, national, state, provincial, local, municipal, international,
multinational or other Law (including common law), constitution, statute, code, ordinance, rule, regulation or treaty applicable
to such Person.


 


“Liability”
means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.


 


“License”
means any security clearance, permit, license, variance, franchise, Order, approval, consent, certificate, registration or other
authorization of any Governmental Authority or regulatory body, and other similar rights.


 


“Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including, without limitation, any conditional
sale or other title retention agreement, any lease in the nature thereof and the filing of or agreement to give any financing
statement under the Uniform Commercial Code of any jurisdiction and including any lien or charge arising by Law.


 


“Material
Adverse Effect” means, with respect to any Person, a material adverse effect on the business, financial condition, operations,
results of operations, assets, customer, supplier or employee relations or future prospects of such Person.


 


“Money
Laundering Laws” has the meaning set forth in Section 5.26.


 


“Order”
means any order, judgment, ruling, injunction, assessment, award, decree or writ of any Governmental Authority or regulatory body.


 


“Ordinary
Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect
to quantity and frequency).


 


“Party”
and “Parties” have the respective meanings set forth in the preamble.


 


“Person”
means all natural persons, corporations, business trusts, associations, companies, partnerships, limited liability companies,
joint ventures and other entities, governments, agencies and political subdivisions.


 


“Principal
Market” means the OTC Markets OTCQB Tier.


 


“Registration
Statements” has the meaning set forth in Section 5.16(b).


 


“Regulation
S” means Regulation S under the Securities Act, as the same may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission.


 


“SEC”
means the U.S. Securities and Exchange Commission, or any successor agency thereto.


 






    	 	4	 



     


    

 


“SEC
Reports” has the meaning set forth in Section 5.16(a).


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same will be in effect at the time.


 


“Share
Exchange” has the meaning set forth in Section 2.1.


 


“Tax
Return” means all returns, declarations, reports, estimates, statements, forms and other documents filed with or supplied
to or required to be provided to a Governmental Authority with respect to Taxes, including any schedule or attachment thereto
and any amendment thereof.


 


“Tax”
or “Taxes” means all taxes, assessments, duties, levies or other charge imposed by any Governmental Authority
of any kind whatsoever together with any interest, penalties, fines or additions thereto and any liability for payment of taxes
whether as a result of (i) being a member of an affiliated, consolidated, combined, unitary or similar group for any period, (ii)
any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any Person,
(iii) being liable for another Person’s taxes as a transferee or successor otherwise for any period, or (iv) operation of
Law.


 


“Transaction
Documents” means, collectively, this Agreement and all agreements, certificates, instruments and other documents to
be executed and delivered in connection with the transactions contemplated by this Agreement.


 


“Treasury
Regulations” means the income tax regulations, including temporary regulations, promulgated under the Code, as such
regulations may be amended from time to time (including corresponding provisions of succeeding regulations).


 


“U.S.”
means the United States of America.


 


“U.S.
Person” has the meaning set forth in Regulation S under the Securities Act.


 


Article
II

SHARE EXCHANGE; CLOSING


 


Section
2.1  Share Exchange. At the Closing, the Acquiree shall sell, transfer, convey, assign and
deliver shares of Acquiree Interests, representing 100% of the issued and outstanding shares of common stock of the Acquiree,
to the Acquiror, and in consideration therefor the Acquiror shall issue a total of 1,020,000 fully paid and nonassessable shares
of Acquiror Series A Preferred Stock or Acquiror Series B Preferred Stock convertible into Acquiror’s Common Stock, par
value $0.001, (the “Acquiror Shares”) to the Acquiree Shareholders, as set forth beside the name of each such
Acquiree Shareholder on Schedule I hereto (the “Share Exchange”).


 


Section
2.2  Closing. Upon the terms and subject to the conditions of this Agreement, the transactions
contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Grushko
& Mittman, P.C., located at 515 Rockaway Avenue, Valley Stream, New York 11581, at a time and date to be specified by the
Parties, which shall be no later than the second (2nd) Business Day following the satisfaction or, if permitted pursuant hereto,
waiver of the conditions set forth in Article X, or at such other location, date and time as Acquiree and Acquiror Principal
Shareholder shall mutually agree. The date and time of the Closing is referred to herein as the “Closing Date.”


 






    	 	5	 



     


    

 


Section
2.3  Closing Deliveries by Acquiror and Acquiror Principal Shareholder. At the Closing: (a)
the Acquiror shall deliver, or cause to be delivered, a certificate evidencing the number of Acquiror Shares, set forth beside
each Acquiree Shareholder’s name on Schedule I hereto; and (b) the Acquiror and the Acquiror Principal Shareholder,
as applicable, shall deliver, or cause to be delivered, to the Acquiree and the Acquiree Shareholders, as applicable, the various
documents required to be delivered as a condition to the Closing pursuant to Section 9.2 hereof.


 


Section
2.4  Closing Deliveries by Acquiree, and Acquiree Shareholders. At the Closing: (a) Acquiree
shall deliver, or cause to be delivered, certificate(s) representing its Acquiree Shares, accompanied by an executed instrument
of transfer for transfer by Acquiree of its Acquiree Shares to the Acquiror; and (b) the Acquiree, and the Acquiree Shareholders,
as applicable, shall deliver, or cause to be delivered, to the Acquiror and the Acquiror Principal Shareholder, as applicable,
the various documents required to be delivered as a condition to the Closing pursuant to Section 9.3 hereof.


 


Section
2.5  Section 368 Reorganization. For U.S. federal income Tax purposes, the Share Exchange is
intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(B) of the Code. The Parties hereby
adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the
Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties
acknowledge and agree that no Party is making any representation or warranty as to the qualification of the Share Exchange as
a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to or after
the Closing Date has or may have on any such reorganization status. The Parties acknowledge and agree that each (i) has had the
opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii)
is responsible for paying its own Taxes, including without limitation, any adverse Tax consequences that may result if the transaction
contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code. However, without
exception, Acquiree and Acquiree Shareholders understand and agree that Acquiror and Acquiror Principal Shareholder shall in no
way incur any liabilities related to the taxable event as contemplated herein as it relates to the personal and corporate taxes
of the Acquiree and each individual Acquiree Shareholder.


 


Article
III

REPRESENTATIONS OF ACQUIREE SHAREHOLDERS


 


The
Acquiree Shareholders severally, and not jointly, hereby represent and warrant to the Acquiror that the statements contained in
this Article III are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing
Date (as though made then and as thought the Closing Date were substituted for the date of this Agreement throughout this Article
III) (except where another date or period of time is specifically stated herein for a representation or warranty).


 


Section
3.1  Authority. Such Acquiree Shareholder has all requisite authority and power to enter into
and deliver this Agreement and any of the other Transaction Documents to which such Acquiree Shareholder is a party, and any other
certificate, agreement, document or instrument to be executed and delivered by such Acquiree Shareholder in connection with the
transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. This Agreement has been, and each of the Transaction Documents to which such Acquiree Shareholder
is a party will be, duly and validly authorized and approved, executed and delivered by such Acquiree Shareholder.


 


Section
3.2  Binding Obligations. Assuming this Agreement and the Transaction Documents have been duly
and validly authorized, executed and delivered by the parties hereto and thereto other than such Acquiree Shareholder, this Agreement
and each of the Transaction Documents to which such Acquiree Shareholder is a party are duly authorized, executed and delivered
by such Acquiree Shareholder, and constitutes the legal, valid and binding obligations of such Acquiree Shareholder, enforceable
against such Acquiree Shareholder in accordance with their respective terms, except as such enforcement is limited by general
equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally.


 






    	 	6	 



     


    

 


Section
3.3  No Conflicts. Neither the execution or delivery by such Acquiree Shareholder of this Agreement
or any Transaction Document to which such Acquiree Shareholder is a party, nor the consummation or performance by such Acquiree
Shareholder of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or
result in a violation of any provision of the organizational documents of such Acquiree Shareholder (if such Acquiree Shareholder
is not a natural Person); (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or
lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument
to which such Acquiree Shareholder is a party or by which the properties or assets of such Acquiree Shareholder are bound; or
(c) contravene, conflict with, result in any breach of, or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, impair the rights of such Acquiree Shareholder under, or alter the obligations of any Person
under, or create in any Person the right to terminate, amend, accelerate or cancel, or require any notice, report or other filing
(whether with a Governmental Authority or any other Person) pursuant to, or result in the creation of a Lien on any of the assets
or properties of the Acquiror under, any note, bond, mortgage, indenture, Contract, License, permit, franchise or other instrument
or obligation to which such Acquiree Shareholder is a party or any of such Acquiree Shareholder’s assets and properties
are bound or affected, except, in the case of clauses (b) or (c) for any such contraventions, conflicts, violations, or other
occurrences as would not have a Material Adverse Effect on such Acquiree Shareholder.


 


Section
3.4  Certain Proceedings. There is no Action pending against, or to the Knowledge of such Acquiree
Shareholder, threatened against or affecting, such Acquiree Shareholder by any Governmental Authority or other Person with respect
to such Acquiree Shareholder that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering
with, any of the transactions contemplated by this Agreement.


 


Section
3.5  No Brokers or Finders. No Person has, or as a result of the transactions contemplated
herein will have, any right or valid claim against such Acquiree Shareholder for any commission, fee or other compensation as
a finder or broker, or in any similar capacity, based upon arrangements made by or on behalf of such Acquiree Shareholder and
such Acquiree Shareholder will indemnify and hold the Acquiror and the Acquiror Principal Shareholder harmless against any liability
or expense arising out of, or in connection with, any such claim.


 


Section
3.6  Investment Representations. Each Acquiree Shareholder severally, and not jointly, hereby
represents and warrants, solely with respect to itself and not any other Acquiree Shareholder, to the Acquiror as follows:


 


(a)  Purchase
Entirely for Own Account. Such Acquiree Shareholder is acquiring such Acquiree Shareholder’s portion of the Acquiror
Shares proposed to be acquired hereunder for investment for its own account and not with a view to the resale or distribution
of any part thereof, and such Acquiror Shareholder has no present intention of selling or otherwise distributing such Acquiror
Shares, except in compliance with applicable securities Laws.


 






    	 	7	 



     


    

 


(b)  Restricted
Securities. Such Acquiree Shareholder understands that the Acquiror Shares are characterized as “restricted securities”
under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Shareholder pursuant hereto, the Acquiror
Shares would be acquired in a transaction not involving a public offering. The issuance of the Acquiror Shares hereunder is being
effected in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act. Such Acquiree Shareholder
further acknowledges that if the Acquiror Shares are issued to such Acquiree Shareholder in accordance with the provisions of
this Agreement, such Acquiror Shares may not be resold without registration under the Securities Act or the existence of an exemption
therefrom. Such Acquiree Shareholder represents that he is familiar with Rule 144 promulgated under the Securities Act, as presently
in effect, and understands the resale limitations imposed thereby and by the Securities Act


 


(c)  Acknowledgment
of Non-Registration. Such Acquiree Shareholder understands and agrees that the Acquiror Shares to be issued pursuant to this
Agreement have not been registered under the Securities Act or the securities Laws of any state of the U.S.


 


(d)  Status.
By its execution of this Agreement, each Acquiree Shareholder represents and warrants to the Acquiror as indicated on its signature
page to this Agreement, either that: (i) such Acquiree Shareholder is an Accredited Investor; or (ii) such Acquiree Shareholder
is not a U.S. Person. Each Acquiree Shareholder understands that the Acquiror Shares are being offered and sold to such Acquiree
Shareholder in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings
of such Acquiree Shareholder set forth in this Agreement, in order that the Acquiror may determine the applicability and availability
of the exemptions from registration of the Acquiror Shares on which the Acquiror is relying.


 


(e)  Additional
Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further represents and warrants to the
Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend
on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.7(a);
(iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be
able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement;
(iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors
concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including,
without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC
Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other
public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such
Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions
of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such
Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee
or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise
transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B)
an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror
is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the
address furnished in Schedule I is the principal residence if he is an individual or its principal business address if
it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended
by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy
or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation
to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements
made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.


 






    	 	8	 



     


    

 


(f)  Additional
Representations and Warranties of Non-U.S. Persons. Each Acquiree Shareholder that is not a U.S. Person, severally and not
jointly, further represents and warrants to the Acquiror as follows: (i) at the time of (A) the offer by the Acquiror and (B)
the acceptance of the offer by such Person, of the Acquiror Shares, such Person was outside the U.S; (ii) no offer to acquire
the Acquiror Shares or otherwise to participate in the transactions contemplated by this Agreement was made to such Person or
its representatives inside the U.S.; (iii) such Person is not purchasing the Acquiror Shares for the account or benefit of any
U.S. Person, or with a view towards distribution to any U.S. Person, in violation of the registration requirements of the Securities
Act; (iv) such Person will make all subsequent offers and sales of the Acquiror Shares either (A) outside of the U.S. in compliance
with Regulation S; (B) pursuant to a registration under the Securities Act; or (C) pursuant to an available exemption from registration
under the Securities Act; (v) such Person is acquiring the Acquiror Shares for such Person’s own account, for investment
and not for distribution or resale to others; (vi) such Person has no present plan or intention to sell the Acquiror Shares in
the U.S. or to a U.S. Person at any predetermined time, has made no predetermined arrangements to sell the Acquiror Shares and
is not acting as an underwriter or dealer with respect to such securities or otherwise participating in the distribution of such
securities; (vii) neither such Person, its Affiliates nor any Person acting on behalf of such Person, has entered into, has the
intention of entering into, or will enter into any put option, short position or other similar instrument or position in the U.S.
with respect to the Acquiror Shares at any time after the Closing Date through the one year anniversary of the Closing Date except
in compliance with the Securities Act; (viii) such Person consents to the placement of a legend on any certificate or other document
evidencing the Acquiror Shares substantially in the form set forth in Section 3.7(b) and (ix) such Person is not acquiring
the Acquiror Shares in a transaction (or an element of a series of transactions) that is part of any plan or scheme to evade the
registration provisions of the Securities Act.


 


Section
3.7  Stock Legends. Such Acquiree Shareholder hereby agrees with the Acquiror as follows:


 


(a)  The
certificates evidencing the Acquiror Shares issued to those Acquiree Shareholders who are Accredited Investors, and each certificate
issued in transfer thereof, will bear the following or similar legend:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.


 






    	 	9	 



     


    

 


(b)  The
certificates evidencing the Acquiror Shares issued to those Acquiree Shareholders who are not U.S. Persons, and each certificate
issued in transfer thereof, will bear the following legend:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES
ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS
OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 


(c)  Other
Legends. The certificates representing such Acquiror Shares, and each certificate issued in transfer thereof, will also bear
any other legend required under any applicable Law, including, without limitation, any state corporate and state securities law,
or Contract.


 


Section
3.8  Disclosure. No representation or warranty of such Acquiree Shareholder contained in this
Agreement or any other Transaction Document and no statement or disclosure made by or on behalf of such Acquiree Shareholder to
the Acquiror or the Acquiror Principal Shareholder pursuant to this Agreement or any other agreement contemplated herein contains
an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or
therein not misleading.


 


Article
iV

REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE


 


The
Acquiree hereby represents and warrants to the Acquiror, subject to the exceptions and qualifications specifically set forth or
disclosed in writing in the disclosure schedule delivered by the Acquiree to the Acquiror (the “Acquiree Disclosure Schedule”),
that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as thought the Closing Date were substituted for the date
of this Agreement throughout this Article IV) (except where another date or period of time is specifically stated herein
for a representation or warranty). The Acquiree Disclosure Schedule shall be arranged according to the numbered and lettered paragraphs
of this Article IV and any disclosure in the Acquiree Disclosure Schedule shall qualify the corresponding paragraph in
this Article IV. The Acquiror and, after the Closing, the Acquiree, shall be entitled to rely on the representations and
warranties set forth in this Article IV regardless of any investigation or review conducted by the Acquiror prior to the
Closing.


 






    	 	10	 



     


    

 


Section
4.1  Organization and Qualification. The Acquiree is a corporation duly organized, validly
existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, has all requisite corporate
authority and power, Licenses, authorizations, consents and approvals to carry on its business as presently conducted and to own,
hold and operate its properties and assets as now owned, held and operated by it, and is duly qualified to do business and in
good standing in each jurisdiction in which the failure to be so qualified would not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect on the Acquiree.


 


Section
4.2  Authority. The Acquiree has all requisite authority and power (corporate and other), Licenses,
authorizations, consents and approvals to enter into and deliver this Agreement and any of the other Transaction Documents to
which the Acquiree is a party and any other certificate, agreement, document or instrument to be executed and delivered by the
Acquiree in connection with the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder
and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other
Transaction Documents by the Acquiree and the performance by the Acquiree of its obligations hereunder and thereunder and the
consummation by the Acquiree of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of the Acquiree. The Acquiree does not need to give any notice to, make any filing with, or obtain any authorization,
consent or approval of any Person or Governmental Authority in order for the Parties to execute, deliver or perform this Agreement
or the transactions contemplated hereby. This Agreement has been, and each of the Transaction Documents to which the Acquiree
is a party will be, duly and validly authorized and approved, executed and delivered by the Acquiree.


 


Section
4.3  Binding Obligations. Assuming this Agreement and the Transaction Documents have been duly
and validly authorized, executed and delivered by the parties hereto and thereto other than the Acquiree, this Agreement and each
of the Transaction Documents to which the Acquiree is a party are duly authorized, executed and delivered by the Acquiree and
constitutes the legal, valid and binding obligations of the Acquiree enforceable against the Acquiree in accordance with their
respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other
similar Laws affecting the enforcement of creditors rights generally.


 


Section
4.4  No Conflicts. Neither the execution nor the delivery by the Acquiree of this Agreement
or any Transaction Document to which the Acquiree is a party, nor the consummation or performance by the Acquiree of the transactions
contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision
of the Acquiree Organizational Documents, (b) contravene, conflict with or result in a violation of any Law, Order, charge or
other restriction or decree applicable to the Acquiree, or by which the Acquiree or any of its respective assets and properties
are bound or affected, (c) contravene, conflict with, result in any breach of, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, impair the rights of the Acquiree under, or alter the obligations
of any Person under, or create in any Person the right to terminate, amend, accelerate or cancel, or require any notice, report
or other filing (whether with a Governmental Authority or any other Person) pursuant to, or result in the creation of a Lien on
any of the assets or properties of the Acquiree under, any note, bond, mortgage, indenture, Contract, License, permit, franchise
or other instrument or obligation to which the Acquiree is a party or by which the Acquiree or any of its respective assets and
properties are bound or affected; or (d) contravene, conflict with, or result in a violation of, the terms or requirements of,
or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any licenses, permits,
authorizations, approvals, franchises or other rights held by the Acquiree or that otherwise relate to the business of, or any
of the properties or assets owned or used by, the Acquiree, except, in the case of clauses (b), (c), or (d), for any such contraventions,
conflicts, violations, or other occurrences as would not have a Material Adverse Effect on the Acquiree.


 






    	 	11	 



     


    

 


Section
4.5  Subsidiaries. The Acquiree does not own, directly or indirectly, any equity or other ownership
interest in any corporation, partnership, joint venture or other entity or enterprise. There are no Contracts or other obligations
(contingent or otherwise) of the Acquiree to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital
stock of, or other ownership interests in, any other Person or to provide funds to or make any investment (in the form of a loan,
capital contribution or otherwise) in any other Person.


 


Section
4.6  Organizational Documents. The Acquiree has delivered or made available to the Acquiror
a true and correct copy of the Certificate of Organization of the Acquiree and any other organizational documents of the Acquiree,
each as amended, and each such instrument is in full force and effect (the “Acquiree Organizational Documents”).
The Acquiree is not in violation of any of the provisions of the Acquiree Organizational Documents.


 


Section
4.7  Capitalization.


 


(a)  The
authorized capital stock of the Acquiree consists of 400,000,000 shares of common stock. Except as set forth above, no units or
other voting securities of the Acquiree were issued, reserved for issuance or outstanding. All outstanding shares of the Acquiree
are, and all such units that may be issued prior to the Closing Date will be when issued, duly authorized, validly issued, fully
paid and nonassessable and not subject to or issued in violation of any right of first refusal, preemptive right, subscription
right or any similar right under any provision of the Laws of the jurisdiction of the Acquiree’s formation, the Acquiree
Organizational Documents or any Contract to which the Acquiree is a party or otherwise bound. There are not any bonds, debentures,
notes or other Indebtedness of the Acquiree having the right to vote (or convertible into, or exchangeable for, securities having
the right to vote) on any matters on which holders of Acquiree Interests may vote. Except pursuant provided otherwise, there are
no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights,
stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Acquiree is a party
or by which it is bound (x) obligating the Acquiree to issue, deliver or sell, or cause to be issued, delivered or sold, additional
units or other equity interests in, or any security convertible or exercisable for or exchangeable into any unit of or other equity
interest in, the Acquiree, or (y) that give any Person the right to receive any economic benefit or right similar to or derived
from the economic benefits and rights occurring to unit holders of the Acquiree. There are no outstanding Contracts or obligations
of the Acquiree to repurchase, redeem or otherwise acquire any units of the Acquiree. There are no registration rights, proxies,
voting trust agreements or other agreements or understandings with respect to any units of the Acquiree.


 


Section
4.8  No Brokers or Finders. No Person has, or as a result of the transactions contemplated
herein will have, any right or valid claim against the Acquiree for any commission, fee or other compensation as a finder or broker,
or in any similar capacity, based upon arrangements made by or on behalf of the Acquiree, and the Acquiree will indemnify and
hold the Acquiror and the Acquiror Principal Shareholder and harmless against any liability or expense arising out of, or in connection
with, any such claim.


 


Section
4.9  Disclosure. No representation or warranty of the Acquiree contained in this Agreement
and no statement or disclosure made by or on behalf of the Acquiree to the Acquiror or the Acquiror Principal Shareholder pursuant
to this Agreement or any other agreement contemplated herein contains an untrue statement of a material fact or omits to state
a material fact necessary to make the statements contained herein or therein not misleading.


 






    	 	12	 



     


    

 


Article
v

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND

THE ACQUIROR PRINCIPAL SHAREHOLDER


 


The
Acquiror and the Acquiror Principal Shareholder, jointly and severally, hereby represent and warrant to the Acquiree, and each
of the Acquiree Shareholders, subject to the exceptions and qualifications specifically set forth or disclosed in writing in the
disclosure schedule delivered by the Acquiror Principal Shareholder to the Acquiree, and the Acquiree Shareholders simultaneously
herewith (the “Acquiror Disclosure Schedule”), that the statements contained in this Article V are correct
and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and
as thought the Closing Date were substituted for the date of this Agreement throughout this Article V) (except where another
date or period of time is specifically stated herein for a representation or warranty). The Acquiror Disclosure Schedule shall
be arranged according to the numbered and lettered paragraphs of this Article V and any disclosure in the Acquiror Disclosure
Schedule shall qualify the corresponding paragraph in this Article V. The Acquiree, the Acquiree Shareholders and, after
the Closing, the Acquiror, shall be entitled to rely on the representations and warranties set forth in this Article V
regardless of any investigation or review conducted by the Acquiree, or the Acquiree Shareholders prior to the Closing.


 


Section
5.1  Organization and Qualification. The Acquiror is a corporation duly organized, validly
existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, has all requisite corporate
authority and power, Licenses, authorizations, consents and approvals to carry on its business as presently conducted and to own,
hold and operate its properties and assets as now owned, held and operated by it, and is duly qualified to do business and in
good standing in each jurisdiction in which the failure to be so qualified would not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect on the Acquiror.


 


Section
5.2  Authority. The Acquiror and the Acquiror Principal Shareholder have all requisite authority
and power, Licenses, authorizations, consents and approvals to enter into and deliver this Agreement and any of the other Transaction
Documents to which the Acquiror, the Acquiror Principal Shareholder or any of them is a party and any other certificate, agreement,
document or instrument to be executed and delivered by the Acquiror, the Acquiror Principal Shareholder or any of them in connection
with the transactions contemplated hereby and thereby and to perform their respective obligations hereunder and thereunder and
to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction
Documents by the Acquiror and the Acquiror Principal Shareholder and the performance by the Acquiror and the Acquiror Principal
Shareholder of their respective obligations hereunder and thereunder and the consummation by the Acquiror and the Acquiror Principal
Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part
of the Acquiror and the Acquiror Principal Shareholder. The Acquiror does not need to give any notice to, make any filing with,
or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to execute, deliver or
perform this Agreement or the transactions contemplated hereby. This Agreement has been, and each of the Transaction Documents
to which the Acquiror, the Acquiror Principal Shareholder or any of them, as applicable, are a party will be, duly and validly
authorized and approved, executed and delivered by the Acquiror and the Acquiror Principal Shareholder.


 


Section
5.3  Binding Obligations. Assuming this Agreement and the Transaction Documents have been duly
and validly authorized, executed and delivered by the parties hereto and thereto other than the Acquiror and the Acquiror Principal
Shareholder, this Agreement and each of the Transaction Documents to which the Acquiror, the Acquiror Principal Shareholder or
any of them, as applicable, are a party are duly authorized, executed and delivered by the Acquiror and such Acquiror Principal
Shareholder, as applicable, and constitutes the legal, valid and binding obligations of the Acquiror and such Acquiror Principal
Shareholder, as applicable, enforceable against the Acquiror and such Acquiror Principal Shareholder, as applicable, in accordance
with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency
and other similar Laws affecting the enforcement of creditors rights generally.


 






    	 	13	 



     


    

 


Section
5.4  No Conflicts. Neither the execution nor the delivery by the Acquiror or the Acquiror Principal
Shareholder of this Agreement or any Transaction Document to which the Acquiror, the Acquiror Principal Shareholder or any of
them is a party, nor the consummation or performance by the Acquiror and the Acquiror Principal Shareholder of the transactions
contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision
of the Acquiror Organizational Documents, (b) contravene, conflict with or result in a violation of any Law, Order, charge or
other restriction or decree of any Governmental Authority or any rule or regulation of the Principal Market applicable to the
Acquiror or the Acquiror Principal Shareholder, or by which the Acquiror or the Acquiror Principal Shareholder or any of their
respective assets and properties are bound or affected, (c) contravene, conflict with, result in any breach of, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, impair the rights of the Acquiror
under, or alter the obligations of any Person under, or create in any Person the right to terminate, amend, accelerate or cancel,
or require any notice, report or other filing (whether with a Governmental Authority or any other Person) pursuant to, or result
in the creation of a Lien on any of the assets or properties of the Acquiror under, any note, bond, mortgage, indenture, Contract,
License, permit, franchise or other instrument or obligation to which the Acquiror or the Acquiror Principal Shareholder is a
party or by which the Acquiror or the Acquiror Principal Shareholder or any of their respective assets and properties are bound
or affected; or (d) contravene, conflict with, or result in a violation of, the terms or requirements of, or give any Governmental
Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Licenses, permits, authorizations, approvals,
franchises or other rights held by the Acquiror or that otherwise relate to the business of, or any of the properties or assets
owned or used by, the Acquiror, except, in the case of clauses (b), (c), or (d), for any such contraventions, conflicts, violations,
or other occurrences as would not have a Material Adverse Effect on the Acquiror.


 


Section
5.5  Subsidiaries. Except as set forth on Schedule 5.5, the Acquiror does not own, directly
or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise.
There are no Contracts or other obligations (contingent or otherwise) of the Acquiror to retire, repurchase, redeem or otherwise
acquire any outstanding shares of capital stock of, or other ownership interests in, any other Person or to provide funds to or
make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.


 


Section
5.6  Organizational Documents. The Acquiror has delivered or made available to Acquiree a true
and correct copy of the Certificate of Incorporation and Bylaws of the Acquiror and any other organizational documents of the
Acquiror, each as amended, and each such instrument is in full force and effect (the “Acquiror Organizational Documents”).
The Acquiror is not in violation of any of the provisions of its Acquiror Organizational Documents. The authorized capital stock
of the Acquiror consists of (i) 300,000,000 shares of Acquiror Common Stock, $0.001 par value per share, of which 49,766,833 shares
of Acquiror Common Stock are issued and outstanding; (ii) 20,000,000 shares of preferred stock, $0.001 par value per share, of
which none are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the
Acquiror were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Acquiror are, and
all such shares that may be issued prior to the Closing Date will be when issued, duly authorized, validly issued, fully paid
and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive
right, subscription right or any similar right under any provision of the Laws of the jurisdiction of the Acquiror’s organization,
the Acquiror Organizational Documents or any Contract to which the Acquiror is a party or otherwise bound. Except as set forth
on Schedule 5.6(a), there are not any bonds, debentures, notes or other Indebtedness of the Acquiror having the right to
vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Acquiror
Common Stock may vote. Except as set forth on Schedule 5.6(a), there are no options, warrants, rights, convertible or exchangeable
securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts,
arrangements or undertakings of any kind to which the Acquiror is a party or by which it is bound (x) obligating the Acquiror
to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests
in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the
Acquiror, (y) obligating the Acquiror to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment,
Contract, arrangement or undertaking or (z) that give any Person the right to receive any economic benefit or right similar to
or derived from the economic benefits and rights occurring to holders of the capital stock of the Acquiror. There are no outstanding
Contracts or obligations of the Acquiror to repurchase, redeem or otherwise acquire any shares of capital stock of the Acquiror.
There are no registration rights, proxies, voting trust agreements or other agreements or understandings with respect to any class
or series of any capital stock or other security of the Acquiror. The stockholder list provided to the Acquiree and the Acquiree
Shareholders is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the
issued and outstanding shares of the Acquiror Common Stock.


 






    	 	14	 



     


    

 


(b)  The
issuance of the Acquiror Shares to the Acquiree Shareholders has been duly authorized and, upon delivery to the Acquiree Shareholders
of certificates therefor, respectively, in accordance with the terms of this Agreement, the Acquiror Shares, will have been validly
issued and fully paid, and will be nonassessable, have the rights, preferences and privileges specified, will be free of preemptive
rights and will be free and clear of all Liens and restrictions, other than Liens created by the Acquiree Shareholders, and restrictions
on transfer imposed by this Agreement and the Securities Act.


 


Section
5.7  Compliance with Laws. The business and operations of the Acquiror have been and are being
conducted in accordance with all applicable Laws and Orders. Except as set forth in Schedule 5.7, the Acquiror is not in
conflict with, or in default or violation of and, to the Knowledge of the Acquiror or the Acquiror Principal Shareholder, is not
under investigation with respect to and has not been threatened to be charged with or given notice of any violation of or default
under, any (i) Law, rule, regulation, judgment or Order, or (ii) note, bond, mortgage, indenture, Contract, License, permit, franchise
or other instrument or obligation to which the Acquiror or the Acquiror Principal Shareholder is a party or by which the Acquiror
or the Acquiror Principal Shareholder or any of their respective assets and properties are bound or affected. There is no agreement,
judgment or Order binding upon the Acquiror or the Acquiror Principal Shareholder which has, or could reasonably be expected to
have, the effect of prohibiting or materially impairing any business practice of the Acquiror or the conduct of business by the
Acquiror as currently conducted. The Acquiror has filed all forms, reports and documents required to be filed with any Governmental
Authority and the Acquiror has made available such forms, reports and documents to Acquiree and the Acquiree Shareholders. As
of their respective dates, such forms, reports and documents complied in all material respects with the applicable requirements
pertaining thereto and none of such forms, reports and documents contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


Section
5.8  Certain Proceedings. There is no Action pending against, or to the Knowledge of the Acquiror
or the Acquiror Principal Shareholder, threatened against or affecting, the Acquiror or the Acquiror Principal Shareholder by
any Governmental Authority or other Person with respect to the Acquiror or its respective businesses or that challenges, or may
have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by
this Agreement. The Acquiror is not in violation of and, to the Knowledge of Acquiror or the Acquiror Principal Shareholder, is
not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any
applicable Law, rule, regulation, judgment or Order. The Acquiror or any director or officer (in his or her capacity as such)
of the Acquiror, is or has not been the subject of any Action involving a claim or violation of or liability under federal or
state securities laws or a claim of breach of fiduciary duty.


 






    	 	15	 



     


    

 


Section
5.9  No Brokers or Finders. No Person has, or as a result of the transactions contemplated
herein will have, any right or valid claim against the Acquiror, or the Acquiror Principal Shareholder for any commission, fee
or other compensation as a finder or broker, or in any similar capacity, based upon arrangements made by or on behalf of the Acquiror,
or the Acquiror Principal Shareholder, and the Acquiror Principal Shareholder will indemnify and hold the Acquiror, the Acquiree
and the Acquiree Shareholders and harmless against any liability or expense arising out of, or in connection with, any such claim.


 


Section
5.10  Contracts. Except as disclosed in the SEC Reports, there are no Contracts that are material
to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of the Acquiror. The
Acquiror is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the
giving of notice would cause such a violation of or default under) any Contract to which it is a party or to which it or any of
its properties or assets is subject, except for violations or defaults that would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect of the Acquiror.


 


Section
5.11  Tax Matters.Tax Returns. The Acquiror has filed all Tax Returns required to be filed
(if any) by or on behalf of the Acquiror, as applicable, and has paid all Taxes of the Acquiror, as applicable, required to have
been paid (whether or not reflected on any Tax Return). No Governmental Authority in any jurisdiction has made a claim, assertion
or threat to the Acquiror that the Acquiror is or may be subject to taxation by such jurisdiction; there are no Liens with respect
to Taxes on the Acquiror’s property or assets; and there are no Tax rulings, requests for rulings, or closing agreements
relating to the Acquiror for any period (or portion of a period) that would affect any period after the date hereof.


 


(b)  No
Adjustments, Changes. Neither the Acquiror nor any other Person on behalf of the Acquiror (a) has executed or entered into
a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state,
local or foreign law; or (b) has agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any
similar provision of state, local or foreign law.


 


(c)  No
Disputes. There is no pending audit, examination, investigation, dispute, proceeding or claim with respect to any Taxes of
the Acquiror, nor is any such claim or dispute pending or contemplated. The Acquiror has delivered to the Acquiree true, correct
and complete copies of all Tax Returns and examination reports and statements of deficiencies assessed or asserted against or
agreed to by the Acquiror, if any, since its inception and any and all correspondence with respect to the foregoing.


 


(d)  Not
a U.S. Real Property Holding Corporation. The Acquiror is not and has never been a U.S. real property holding corporation
within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii)
of the Code.


 


(e)  No
Tax Allocation, Sharing. The Acquiror is not and has never been a party to any Tax allocation or sharing agreement.


 






    	 	16	 



     


    

 


(f)  No
Other Arrangements. The Acquiror is not a party to any Contract or arrangement for services that would result, individually
or in the aggregate, in the payment of any amount that would not be deductible by reason of Section 162(m), 280G or 404 of the
Code. The Acquiror is not a “consenting corporation” within the meaning of Section 341(f) of the Code. The Acquiror
does not have any “tax-exempt bond financed property” or “tax-exempt use property” within the meaning
of Section 168(g) or (h), respectively of the Code. The Acquiror does not have any outstanding closing agreement, ruling request,
request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Authority
in connection with any Tax matter. During the last two years, the Acquiror has not engaged in any exchange with a related party
(within the meaning of Section 1031(f) of the Code) under which gain realized was not recognized by reason of Section 1031 of
the Code. The Acquiror is not a party to any reportable transaction within the meaning of Treasury Regulation Section 1.6011-4.


 


Section
5.12    Labor Matters.    There are no collective bargaining or other labor union agreements
to which the Acquiror is a party or by which it is bound. No material labor dispute exists or, to the Knowledge of the Acquiror,
is imminent with respect to any of the employees of the Acquiror.


 


(b)  Except
as set forth in Section 5.13 of the Acquiror Disclosure Schedule, the Acquiror does not have any employees, independent contractors
or other Persons providing services to them. The Acquiror is in full compliance with all Laws regarding employment, wages, hours,
benefits, equal opportunity, collective bargaining, the payment of Social Security and other taxes, and occupational safety and
health. The Acquiror is not liable for the payment of any compensation, damages, taxes, fines, penalties or other amounts, however
designated, for failure to comply with any of the foregoing Laws.


 


(c)  No
director, officer or employee of the Acquiror is a party to, or is otherwise bound by, any Contract (including any confidentiality,
non-competition or proprietary rights agreement) with any other Person that in any way adversely affects or will materially affect
(a) the performance of his or her duties as a director, officer or employee of the Acquiror or (b) the ability of the Acquiror
to conduct its business. Each employee of the Acquiror is employed on an at-will basis and the Acquiror does not have any Contract
with any of its employees which would interfere with its ability to discharge its employees.


 


Section
5.13  Employee Benefits.  Except as set forth on Schedule 5.13,
the Acquiror has not maintained or contributed to any bonus, pension, profit sharing, deferred compensation, incentive compensation,
stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization,
medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former
employee, officer or director of the Acquiror. There are no employment, consulting, indemnification, severance or termination
agreements or arrangements between the Acquiror and any current or former employee, officer or director of the Acquiror, nor does
the Acquiror have any general severance plan or policy.


 


(b)  The
Acquiror has not maintained or contributed to any “employee pension benefit plans” (as defined in Section 3(2) of
ERISA), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) or any other benefit plan for the benefit
of any current or former employees, consultants, officers or directors of the Acquiror.


 


Section
5.14  Title to Assets.  Except as set forth on Schedule 5.14, the Acquiror does not
own any real property. The Acquiror has sufficient title to, or valid leasehold interests in, all of its properties and assets
used in the conduct of its businesses. All such assets and properties, other than assets and properties in which the Acquiror
has leasehold interests, are free and clear of all Liens, except for Liens that, in the aggregate, do not and will not materially
interfere with the ability of the Acquiror to conduct business as currently conducted.


 


Section
5.15  Intellectual Property. The Acquiror does not own, use or license any Intellectual Property
in its business as presently conducted.


 






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Section
5.16    SEC Reports.    The Acquiror has filed all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC since November 14, 2017, pursuant to the Exchange Act (the “SEC
Reports”).


 


(b)  As
of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the
“Registration Statements”) complied in all material respects with the requirements of the Exchange Act and
the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports
or Registration Statements, when filed, contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Acquiror included in the SEC Reports and the Registration Statements
comply in all respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as
in effect at the time of filing, were prepared in accordance with GAAP applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto, or, in the case of unaudited statements as permitted by Form 10-Q), and fairly
present in all material respects (subject in the case of unaudited statements, to normal, recurring audit adjustments) the financial
position of the Acquiror as at the dates thereof and the results of its operations and cash flows for the periods then ended.
The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and
complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.


 


Section
5.17    Internal Accounting Controls. As set forth in the SEC Reports, the Acquiror maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with
management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to maintain asset accountability, (c) access to assets
is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
As set forth in the SEC Reports, the Acquiror has established disclosure controls and procedures for the Acquiror and designed
such disclosure controls and procedures to ensure that material information relating to the Acquiror is made known to the officers
by others within the Acquiror. As set forth in the SEC Reports, the Acquiror’s officers have evaluated the effectiveness
of the Acquiror’s controls and procedures. Since the Acquiror Most Recent Fiscal Year End, there have been no significant
changes in the Acquiror’s internal controls or, to the Knowledge of the Acquiror or the Acquiror Principal Shareholder,
in other factors that could significantly affect the Acquiror’s internal controls.


 


Section
5.18    Application of Takeover Protections. The Acquiror has taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provision under the Acquiror Organizational Documents or the Laws of its state of incorporation
that is or could become applicable to the transactions contemplated hereby.


 


Section
5.19    Transactions With Affiliates and Employees. Except as disclosed in the SEC Reports, no officer,
director, employee or stockholder of the Acquiror or any Affiliate of any such Person, has or has had, either directly or indirectly,
an interest in any transaction with the Acquiror (other than for services as employees, officers and directors), including any
Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property
to or from, or otherwise requiring payments to or from any such Person or, to the Knowledge of the Acquiror or the Acquiror Principal
Shareholder, any entity in which any such Person has an interest or is an officer, director, trustee or partner.


 






    	 	18	 



     


    

 


Section
5.20    Liabilities. Except as set forth in the SEC Reports and on Schedule 5.20, the Acquiror does
not have any Liability (and there is no Action pending, or to the Knowledge of the Acquiror or the Acquiror Principal Shareholder,
threatened against the Acquiror that would reasonably be expected to give rise to any Liability). The Acquiror is not a guarantor
nor is it otherwise liable for any Liability or obligation (including Indebtedness) of any other Person. There are no financial
or contractual obligations of the Acquiror (including any obligations to issue capital stock or other securities) executory after
the Closing Date. Except for the liabilities listed on Schedule 5.20, all Liabilities of the Acquiror shall have been paid
off at or prior to the Closing and shall in no event remain Liabilities of the Acquiror, the Acquiree or the Acquiree Shareholders
following the Closing.


 


Section
5.21    Bank Accounts and Safe Deposit Boxes. At the time of execution and delivery of the Agreement there
are no bank accounts or safe deposit boxes held in the name of the Acquiror.


 


Section
5.22    Investment Company. Neither the Acquiror nor its affiliate, immediately following the Closing, will
become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


Section
5.23    Bank Holding Company Act. The Acquiror is not subject to the Bank Holding Company Act of 1956, as
amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Acquiror nor any of its Affiliates owns or controls, directly or indirectly, five percent (5%)
or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of
a bank or any equity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Acquiror nor any of its
Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA
and to regulation by the Federal Reserve.


 


Section
5.24    Public Utility Holding Act. The Acquiror is not a “holding company,” or an “affiliate”
of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.


 


Section
5.25    Federal Power Act. The Acquiror is not subject to regulation as a “public utility” under
the Federal Power Act, as amended.


 


Section
5.26   Money Laundering Laws. The operations of the Acquiror is and has been conducted at all times in
compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the money laundering statutes of all U.S. and non-U.S. jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively,
the “Money Laundering Laws”) and no Proceeding involving the Acquiror with respect to the Money Laundering
Laws is pending or, to the knowledge of the Acquiror, threatened.


 


Section
5.27    Foreign Corrupt Practices. The Acquiror, nor, to the Knowledge of the Acquiror or the Acquiror Principal
Shareholder, any director, officer, agent, employee or other Person acting on behalf of the Acquiror has, in the course of its
actions for, or on behalf of, the Acquiror (a) used any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful
payment to any foreign or domestic government official or employee.


 






    	 	19	 



     


    

 


Section
5.28    Absence of Certain Changes or Events. Except as set forth in the SEC Reports, from the Acquiror
Most Recent Fiscal Year End (a) the Acquiror has conducted its business only in Ordinary Course of Business; (b) there has not
been any change in the assets, Liabilities, financial condition or operating results of the Acquiror, except changes in the Ordinary
Course of Business that have not caused, in the aggregate, a Material Adverse Effect on the Acquiror; and (c) the Acquiror has
not completed or undertaken any of the actions set forth in Section 5.2. The Acquiror has not taken any steps to seek protection
pursuant to any Law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor
does the Acquiror have any Knowledge or reason to believe that any of its respective creditors intend to initiate involuntary
bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.


 


Section
5.29    Disclosure. All documents and other papers delivered or made available by or on behalf of the Acquiror
or the Acquiror Principal Shareholder in connection with this Agreement are true, complete, correct and authentic in all material
respects. No representation or warranty of the Acquiror or the Acquiror Principal Shareholder contained in this Agreement and
no statement or disclosure made by or on behalf of the Acquiror or the Acquiror Principal Shareholder to the Acquiree or any Acquiree
Shareholder pursuant to this Agreement or any other agreement contemplated herein contains an untrue statement of a material fact
or omits to state a material fact necessary to make the statements contained herein or therein not misleading.


 


Section
5.30    Undisclosed Events. No event, Liability, development or circumstance has occurred or exists, or
is contemplated to occur with respect to the Acquiror, or its businesses, properties, prospects, operations or financial condition,
that would be required to be disclosed by the Acquiror under applicable securities laws on a registration statement on Form S-1
filed with the SEC relating to an issuance and sale by the Acquiror of its common stock and which has not been publicly announced
or will not be publicly announced in a current report on Form 8-K filed by the Acquiror filed within four (4) Business Days after
the Closing.


 


Section
5.31    Non-Public Information. Neither the Acquiror nor any Person acting on its behalf has provided the
Acquiree or Acquiree Shareholders or their respective agents or counsel with any information that the Acquiror or the believes
constitutes material, non-public information except insofar as the existence and terms of the proposed transactions hereunder
may constitute such information and except for information that will be disclosed by the Acquiror in a current report on Form
8-K filed by the Acquiror within four (4) Business Days after the Closing.


 


Article
vI

CONDUCT PRIOR TO CLOSING


 


Section
6.1     Conduct of Business. At all times during the period commencing with the execution
and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to the terms hereof
or the Closing, the Acquiror Principal Shareholder shall, and shall cause the Acquiror to, (a) carry on its business diligently
and in the usual, regular and Ordinary Course of Business, in substantially the same manner as heretofore conducted and in compliance
with all applicable Laws, (b) pay or perform its material obligations when due, (c) use its commercially reasonable efforts, consistent
with past practices and policies, to preserve intact its present business organization, keep available the services of its present
officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others
with which it has business dealings, and (d) keep its business and properties substantially intact, including its present operations,
physical facilities and working conditions. In furtherance of the foregoing and subject to applicable Law, the Acquiror shall
confer with Acquiree, as promptly as practicable, prior to taking any material actions or making any material management decisions
with respect to the conduct of the business of the Acquiror.


 






    	 	20	 



     


    

 


Section
6.2  Restrictions on Conduct of Business. Without limiting the generality of the terms of Section
6.1 hereof, except (i) as required by the terms hereof, or (ii) to the extent that Acquiree shall otherwise consent in writing,
at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of
the termination of this Agreement pursuant to the terms hereof or the Closing, neither the Acquiror, nor the Acquiror Principal
Shareholder shall do any of the following, or permit the Acquiror to do any of the following:


 


(a)  except
as required by applicable Law, waive any stock repurchase rights, accelerate, amend or change the period of exercisability of
options or restricted stock, or reprice options granted under any employee, consultant or director stock plans or authorize cash
payments in exchange for any options granted under any of such plans;


 


(b)  enter
into any partnership arrangements, joint development agreements or strategic alliances, other than in the Ordinary Course of Business;


 


(c)  (i)
increase the compensation or fringe benefits of, or pay any bonuses or special awards to, any present or former director, officer,
stockholder or employee of the Acquiror (except for increases in salary or wages in the Ordinary Course of Business) or increase
any fees to any independent contractors, (ii) grant any severance or termination pay to any present or former director, officer
or employee of the Acquiror, (iii) enter into, amend or terminate any employment Contract, independent contractor agreement or
collective bargaining agreement, written or oral, or (iv) establish, adopt, enter into, amend or terminate any bonus, profit sharing,
incentive, severance, or other plan, agreement, program, policy, trust, fund or other arrangement that would be an employee benefit
plan if it were in existence as of the date of this Agreement, except as required by applicable Law;


 


(d)  issue,
deliver, sell, authorize, pledge or otherwise encumber, or propose any of the foregoing with respect to, any shares of capital
stock or any securities convertible into, or exercisable or exchangeable for, shares of capital stock of the Acquiror, or subscriptions,
rights, warrants or options to acquire any shares of capital stock or any securities convertible into, or exercisable or exchangeable
for, shares of capital stock of the Acquiror or enter into other Contracts or commitments of any character obligating it to issue
any such shares of capital stock of the Acquiror, or securities convertible into, or exercisable or exchangeable for, shares of
capital stock of the Acquiror;


 


(e)  cause,
permit or propose any amendments to any Acquiror Organizational Documents;


 


(f)  acquire
or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or
by any other manner, any business or any corporation, limited liability company, general or limited partnership, joint venture,
association, business trust or other business enterprise or entity, or otherwise acquire or agree to acquire any assets other
than in the Ordinary Course of Business;


 


(g)  adopt
a plan of merger, complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization;


 


(h)  except
as required by applicable Law, adopt or amend any employee benefit plan or employee stock purchase or employee stock option plan,
or enter into any employment Contract or collective bargaining agreement (other than offer letters and letter agreements entered
into in the Ordinary Course of Business with employees who are terminable “at will”), pay any special bonus or special
remuneration to any director or employee other than in the Ordinary Course of Business, or increase the salaries or wage rates
or fringe benefits (including rights to severance or indemnification) of its officers;


 






    	 	21	 



     


    

 


(i)  except
in the Ordinary Course of Business, modify, amend or terminate any Contract to which the Acquiror is a party, or waive, delay
the exercise of, release or assign any rights or claims thereunder;


 


(j)   sell,
lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its properties or assets,
except in the Ordinary Course of Business;


 


(k)  (i)
incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or warrants or
other rights to acquire any debt securities of the Acquiror, guarantee any debt securities of another Person, enter into any “keep
well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having
the economic effect of any of the foregoing, except for endorsements and guarantees for collection, short-term borrowings and
lease obligations, in each case incurred in the Ordinary Course of Business, or (ii) make any loans, advances or capital contributions
to, or investment in, any other Person, other than to the Acquiror;


 


(l)  pay,
discharge or satisfy any claims (including claims of stockholders), Liabilities or obligations (absolute, accrued, asserted or
unasserted, contingent or otherwise), except for the payment, discharge or satisfaction of liabilities or obligations in the Ordinary
Course of Business or in accordance with their terms as in effect on the date hereof, or waive, release, grant, or transfer any
rights of material value or modify or change in any material respect any existing License, Contract or other document, other than
in the Ordinary Course of Business;


 


(m)  change
any financial reporting or accounting principle, methods or practices used by it unless otherwise required by applicable Law or
GAAP;


 


(n)  settle
or compromise any litigation (whether or not commenced prior to the date of this Agreement);


 


(o)  (i)
declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, (ii) split,
combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu
of or in substitution for shares of its capital stock, or (iii) purchase, redeem or otherwise acquire any shares of capital stock
of the Acquiror or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities;


 


(p)  enter
into any transaction with any of its directors, officers, stockholders, or other Affiliates;


 


(q)  make
any capital expenditure in excess of $25,000;


 


(r)  (i)
grant any license or sublicense of any rights under or with respect to any Intellectual Property; (ii) dispose of or let lapse
and Intellectual Property, or any application for the foregoing, or any license, permit or authorization to use any Intellectual
Property or (iii) amend, terminate any other Contract, license or permit to which the Acquiror is a party;


 


(s)  make,
or permit to be made, without the prior written consent of Acquiree any material Tax election which would affect the Acquiror;
or


 


(t)   commit to or otherwise to take any of the actions described in this Section 6.2.


 






    	 	22	 



     


    

 


Section
6.3  Reporting Costs. Until Closing, the Acquiror and the Acquiror Principal Shareholder shall bear all costs related to
the day to day operations of the Acquiror. However, from the date of execution and delivery of this Agreement until the Closing,
Acquireee and Acquiree Shareholders shall be responsible for any and all costs related to SEC reporting, press releases, transfer
agents, filings with the state of Nevada, or any other costs associated with the fulfillment of the obligations of Acquiror and
Acquiror Principal Shareholder to this Agreement in order to consummate the transaction contemplated herein, but in no event any
personal costs, fees and expenses related to Acquiror and Acquiror Principal Shareholder including but not limited to the payment
of any taxes.


 


Article
vii

ADDITIONAL AGREEMENTS


 


Section
7.1  Access to Information. The Acquiror shall afford Acquiree its accountants, counsel and
other representatives (including the Acquiree Shareholders), reasonable access, during normal business hours, to the properties,
books, records and personnel of the Acquiror at any time prior to the Closing in order to enable Acquiree obtain all information
concerning the business, assets and properties, results of operations and personnel of the Acquiror as Acquiree may reasonably
request. No information obtained in the foregoing investigation by Acquiree pursuant to this Section 7.1 shall affect or
be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Acquiror or the
Acquiror Principal Shareholder to consummate the transactions contemplated hereby.


 


Section
7.2  Legal Requirements. The Parties shall take all reasonable actions necessary or desirable
to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions
contemplated by this Agreement (including, without limitation, furnishing all information required in connection with approvals
of or filings with any Governmental Authority, and prompt resolution of any litigation prompted hereby), and shall promptly cooperate
with, and furnish information to, the other Parties to the extent necessary in connection with any such requirements imposed upon
any of them in connection with the consummation of the transactions contemplated by this Agreement.


 


Section
7.3  Notification of Certain Matters. Acquiree shall give prompt notice to the Acquiror Principal
Shareholder, and the Acquiror Principal Shareholder shall give prompt notice to the Acquiree, of the occurrence, or failure to
occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) any representation or warranty
contained in this Agreement to be untrue or inaccurate at the Closing, such that the conditions set forth in Article X
hereof, as the case may be, would not be satisfied or fulfilled as a result thereof, or (ii) any material failure of any Acquiree,
Acquiree Shareholder, the Acquiror or the Acquiror Principal Shareholder, as the case may be, or of any officer, director, employee
or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under
this Agreement. Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 7.3 shall not limit
or otherwise affect the rights and remedies available hereunder to the Party receiving such notice.


 






    	 	23	 



     


    

 


Article
Viii

POST CLOSING COVENANTS


 


Section
8.1  General. In case at any time after the Closing any further action is necessary to carry
out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of
such further instruments and documents) as any other Party reasonably may request.


 


Section
8.2  Litigation Support. In the event and for so long as any Party actively is contesting or
defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with
(i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity,
practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date
involving the Acquiror or Acquiree, each of the other Parties will cooperate with such Party and such Party’s counsel in
the contest or defense, make available any personnel under their control, and provide such testimony and access to their books
and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the
contesting or defending Party.


 


Section
8.3  Assistance with Post-Closing SEC Reports and Inquiries and Tax Filings. After the Closing
Date, the Acquiror Principal Shareholder shall use its reasonable best efforts to provide such information available to him, including
information, filings, reports, financial statements or other circumstances of the Acquiror occurring, reported or filed prior
to the Closing, as may be necessary or required for the preparation of the post-Closing Date reports that the Acquiror is required
to file with the SEC the IRS, or filings required to address and resolve matters as may relate to the period prior to the Closing
and any SEC comments relating thereto or any SEC inquiry thereof. Acquiror Principal Shareholder shall bear no costs related to
post-Closing SEC Reports and inquiries or tax filings that occurred or accrued prior to the Closing Date in connection with Acquiror
and Acquiror Principal Shareholder.


 


Section
8.4  Public Announcements. The Acquiror shall file with the SEC a Form 8-K describing the material
terms of the transactions contemplated hereby as soon as practicable following the Closing Date but in no event more than four
(4) business days following the Closing Date. Prior to the Closing Date, the Parties shall consult with each other in issuing
the Form 8-K, press releases or otherwise making public statements or filings and other communications with the SEC or any regulatory
agency or stock market or trading facility with respect to the transactions contemplated hereby and no Party shall issue any such
press release or otherwise make any such public statement, filings or other communications without the prior written consent of
the other Parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required
if such disclosure is required by Law, in which case the disclosing Party shall provide the other Parties with prior notice of
no less than three (3) calendar days, of such public statement, filing or other communication and shall incorporate into such
public statement, filing or other communication the reasonable comments of the other Parties.


 


Section
8.5  Spin Off Agreement. On the Closing Date, Acquiror Principal Shareholder will have entered into a Spin Off Agreement
in the forms annexed hereto as Exhibit B with Acquiror for the sale of the existing wholly owned subsidiary of the Acquiror
in exchange forAcquiror Principal Shareholder’s shares of Common Stock of Acquiror. The Spin Off Agreement shall not close
less than five (5) days from the Closing of this Agreement.


 


Article
iX

CONDITIONS TO CLOSING


 


Section
9.1  Conditions to Obligation of the Parties Generally. The Parties shall not be obligated
to consummate the transactions to be performed by each of them in connection with the Closing if, on the Closing Date, (i) any
Action shall be pending or threatened before any Governmental Authority wherein an Order or charge would (A) prevent consummation
of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement
to be rescinded following consummation, (ii) any Law or Order which would have any of the foregoing effects shall have been enacted
or promulgated by any Governmental Authority; or (iii) the Acquiree shall not have received an audit report with respect to its
two most recently completed fiscal years from an independent accounting firm that is registered with the Public Company Accounting
Oversight Board.


 






    	 	24	 



     


    

 


Section
9.2  Conditions to Obligation of the Acquiree Parties. The obligations of the Acquiree, and
the Acquiree Shareholders to enter into and perform their respective obligations under this Agreement are subject, at the option
of the Acquiree and the Acquiree Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions,
any one or more of which may be waived by the Acquiree and the Acquiree Shareholders in writing:


 


(a)  The
representations and warranties of the Acquiror and the Acquiror Principal Shareholder set forth in this Agreement shall be true
and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically
made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);


 


(b)  The
Acquiror shall have performed and complied with all of their covenants hereunder in all material respects through the Closing,
except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,”
in which case the Acquiror shall have performed and complied with all of such covenants in all respects through the Closing;


 


(c)  No
action, suit, or proceeding shall be pending or, to the Knowledge of the Acquiror, threatened before any Governmental Authority
wherein an Order or charge would (A) affect adversely the right of the Acquiree Shareholders to own the Acquiror Shares or to
control the Acquiror, or (B) affect adversely the right of the Acquiror to own its assets or to operate its business (and no such
Order or charge shall be in effect), nor shall any Law or Order which would have any of the foregoing effects have been enacted
or promulgated by any Governmental Authority;


 


(d)  No
event, change or development shall exist or shall have occurred since the Acquiror Most Recent Fiscal Year End that has had or
is reasonably likely to have a Material Adverse Effect on the Acquiror;


 


(e)  All
consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror
for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by
this Agreement, shall have been obtained and made by the Acquiror and Acquiror shall have delivered proof of same to the Acquiree,
the Parent and Acquiree Shareholders;


 


(f)  Acquiror
shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the
Closing Date;


 


(g)  There
shall not be any outstanding obligation or Liability (whether accrued, absolute, contingent, liquidated or otherwise, whether
due or to become due), except as set forth on Schedule 5.20 of Acquiror’s Disclosure Schedule, of the Acquiror, whether
or not known to the Acquiror, as of the Closing;


 


(h)  Acquiror
shall have delivered to the Acquiree, and Acquiree Shareholders a certificate, dated the Closing Date, executed by an officer
of the Acquiror, certifying the satisfaction of the conditions specified in Sections 9.2(a) through 9.2(l), inclusive,
relating to the Acquiror;


 


(i)  The
Acquiror Principal Shareholder shall have delivered to the Acquiree, and Acquiree Shareholders a certificate, dated the Closing
Date, executed by such Acquiror Principal Shareholder, certifying the satisfaction of the conditions specified in Section 9.2(a)
inclusive, relating to such Acquiror Principal Shareholder;


 






    	 	25	 



     


    

 


(j)  Acquiror
shall have delivered to the Acquiree and the Acquiree Shareholders (i) a certificate evidencing the formation and good standing
of the Acquiror in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction
of formation as of a date within fifteen (15) days of the Closing Date; and (ii) a certificate evidencing the Acquiror’s
qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction
in which the Acquiror conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date;


 


(k)  Acquiror
shall have delivered to the Acquiree and the Acquiree Shareholders a certificate duly executed by the Secretary of the Acquiror
and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in a form reasonably
acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and the transactions
contemplated hereby and thereby; (ii) the Acquiror Organizational Documents, each as in effect at the Closing; and (iv) the incumbency
of each authorized officer of the Acquiror signing this Agreement and any other agreement or instrument contemplated hereby to
which the Acquiror is a party;


 


(l)  Acquiror
shall have delivered to the Acquiree and the Acquiree Shareholders a statement from the Acquiror’s transfer agent regarding
the number of issued and outstanding shares of Acquiror Common Stock immediately before the Closing;


 


(m)  Acquiror
shall have delivered to the Acquiree and the Acquiree Shareholders such pay-off letters and releases relating to any Liabilities
of the Acquiror, provided, however, that no pay-off letters and releases shall be delivered for the Liabilities
set forth on Schedule 5.20 of Acquiror’s Disclosure Schedule;


 


(n)  Acquiror
shall have delivered to the Acquiree and the Acquiree Shareholders duly executed letters of resignation from all of the directors
and officers of the Acquiror, effective as of the Closing;


 


(o)  Acquiror
shall have delivered to the Acquiree and the Acquiree Shareholders a duly executed release by the current directors, officers
and 10% or greater stockholders of the Acquiror and from such former directors, officers and 10% or greater stockholders of the
Acquiror as the Acquiree and the Acquiree Shareholders shall reasonably request, in favor of the Acquiror, the Acquiree and the
Acquiree Shareholders;


 


(p)  Acquiror
shall have delivered to the Acquiree and the Acquiree Shareholders resolutions of the Acquiror’s board of directors (i)
appointing Roy Warren to serve as Chairman and Chief Executive Officer of the Acquiror’s board of directors; (ii) appointing
Andy Schamisso as President and Chief Operations Officer of the Acquiror’s board of directors; and (iii) nominating Mike
Edwards, Bruce Zanca and Jack Shea to serve as members of the Acquiror’s board of directors, effective as of the Closing;


 


(q)  Acquiree
and the Acquiree Shareholders shall have completed their legal, accounting and business due diligence of the Acquiror and the
results thereof shall be satisfactory to the Acquiree and the Acquiree Shareholders in their sole and absolute discretion; and


 


(r)  All
actions to be taken by the Acquiror and the Acquiror Principal Shareholder in connection with consummation of the transactions
contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated
hereby shall be reasonably satisfactory in form and substance to the Acquiree and the Acquiree Shareholders.


 


(s)  certificates,
in a form set forth on Exhibit C, representing the new shares of Acquiror Stock issued to the Acquiree Shareholders described
on Schedule I.


 






    	 	26	 



     


    

 


(t)  Acquiror
shall have delivered to the Acquiree and the Acquiree Shareholders Lock-Up and Resale Restriction Agreements executed by Acquiror
Principal Shareholder.


 


(u)
On the Closing Date, Acquiror Principal Shareholder will have entered into a Spin Off Agreement in the forms annexed hereto as
Exhibit B with Acquiror for the sale of the existing wholly owned subsidiary of the Acquiror in exchange for Acquiror Principal
Shareholder’s shares of Common Stock of Acquiror. The Spin Off Agreement shall not close less than five (5) days from the
Closing of this Agreement.


 


Section
9.3  Conditions to Obligation of the Acquiror Parties. The obligations of the Acquiror and
the Acquiror Principal Shareholder to enter into and perform their respective obligations under this Agreement are subject, at
the option of the Acquiror and the Acquiror Principal Shareholder, to the fulfillment on or prior to the Closing Date of the following
conditions, any one or more of which may be waived by the Acquiror and the Acquiror Principal Shareholder in writing:


 


(a)  The
representations and warranties of the Acquiree and the Acquire Shareholders set forth in this Agreement shall be true and correct
in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made
as of a particular date, in which case such representations and warranties shall be true and correct as of such date);


 


(b)  The
Acquiree and the Acquirer Members shall have performed and complied with all of their covenants hereunder in all material respects
through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material
Adverse Effect,” in which case the Acquiree and the Acquire Shareholders shall have performed and complied with all of such
covenants in all respects through the Closing;


 


(c)  All
consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Acquiror
for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by
this Agreement, shall have been obtained and made by the Acquiree and Acquiree shall have delivered proof of same to the Acquiror
and Acquiror Principal Shareholder;


 


(d)  Acquiree
shall have delivered to the Acquiror and Acquiror Principal Shareholder a certificate, dated the Closing Date, executed by an
officer of the Acquiree, certifying the satisfaction of the conditions specified in Sections 9.3(a) through 9.3(c),
inclusive, relating to the Acquiree;


 


(e)  Acquiree
shall have delivered to the Acquiror and the Acquiror Principal Shareholder a certificate duly executed by the Secretary of the
Acquiror and dated as of the Closing Date, as to (i) the resolutions as adopted by the Acquiror’s board of directors, in
a form reasonably acceptable to the Acquiree, approving this Agreement and the Transaction Documents to which it is a party and
the transactions contemplated hereby and thereby; (ii) the Acquiree Organizational Documents, each as in effect at the Closing;
and (iii) the incumbency of each authorized officer of the Acquiree signing this Agreement and any other agreement or instrument
contemplated hereby to which the Acquiree is a party;


 


(f)  Acquiror
and the Acquiror Principal Shareholder shall have completed their legal, accounting and business due diligence of the Acquiree
and the results thereof shall be satisfactory to the Acquiror and the Acquiror Principal Shareholder in their sole and absolute
discretion; and


 


(g)  All
actions to be taken by the Acquiree and the Acquiree Shareholders in connection with consummation of the transactions contemplated
hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated
hereby shall be reasonably satisfactory in form and substance to the Acquiror and the Acquiror Principal Shareholder.


 






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Article
X

TERMINATION


 


Section
10.1  Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding,
this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date:


 


(a)  by
the mutual written agreement of the Parties;


 


(b)  by
the Acquiror or the Acquiree (by written notice of termination from such Party to the other Parties) if a Governmental Authority
of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the effect
of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided,
however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to a Party if such
Order was primarily due to the failure of such Party to perform any of its obligations under this Agreement;


 


(c)  by
the Acquiror, Acquiree or the Acquiree Shareholders (by written notice of termination from such Party to the other Parties) if
any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating
Party’s obligations to perform its obligations hereunder, unless the occurrence of such event shall be due to the failure
of the terminating Party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied
with by such Party at or prior to the Closing;


 


(d)  by
Acquiree or the Acquiree Shareholders (by written notice of termination from Acquiree to the Acquiror Principal Shareholder, in
which reference is made to this subsection) if, since the date of this Agreement, there shall have occurred any Material Adverse
Effect on the Acquiror, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances,
could reasonably be expected to have, a Material Adverse Effect with respect to the Acquiror;


 


(e)  by
the Acquiree (by written notice of termination from the Acquiree to the Acquiror and the Acquiror Principal Shareholder, in which
reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiror’s
or the Acquiror Shareholder’s representations and warranties shall have been inaccurate as of the date of this Agreement
or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth
in Section 9.3(a) would not be satisfied and such inaccuracy has not been cured by Acquiror or the Acquiror Principal Shareholder
within five (5) Business Days after its receipt of written notice thereof and remains uncured at the time notice of termination
is given, (ii) any of the Acquiror’s or Acquiror Principal Shareholder’s covenants contained in this Agreement shall
have been breached, such that the condition set forth in Section 9.3(b) would not be satisfied, or (iii) any Action shall
be initiated, threatened or pending which could reasonably be expected to materially and adversely affect the Acquiror or Acquiree
(including, without limitation, any such Action relating to any alleged violation of, or non-compliance with, any applicable Law
or any allegation of fraud or intentional misrepresentation); or


 


(f)  by
the Acquiror and the Acquiror Principal Shareholder (by written notice of termination from the Acquiror to the Acquiree, the Parent
and the Acquiree Shareholders, in which reference is made to the specific provision(s) of this subsection giving rise to the right
of termination) if (i) any of Acquiree’s or the Acquiree Shareholder’s representations and warranties shall have been
inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent
date) and such inaccuracy has not been cured by Acquiree or the Acquiree Shareholders within five (5) Business Days after its
receipt of written notice thereof and remains uncured at the time notice of termination is given, or (ii) any of the Acquiree’s
or Acquiree Shareholder’s covenants contained in this Agreement shall have been breached.


 






    	 	28	 



     


    

 


Section
10.2    Procedure and Effect of Termination. In the event of the termination of this
Agreement by the Acquiror Principal Shareholder or Acquiree pursuant to Section 10.1 hereof, written notice thereof shall
forthwith be given to the other Party. If this Agreement is terminated as provided herein (a) each Party will redeliver all documents,
work papers and other material of any other Party relating to the transactions contemplated hereby, whether so obtained before
or after the execution hereof, to the Party furnishing the same; provided, that each Party may retain one copy of all such documents
for archival purposes in the custody of its outside counsel and (b) all filings, applications and other submission made by any
Party to any Person, including any Governmental Authority, in connection with the transactions contemplated hereby shall, to the
extent practicable, be withdrawn by such Party from such Person.


 


Section
10.3    Effect of Termination. If this Agreement is terminated pursuant to Section
10.1 hereof, this Agreement shall become void and of no further force and effect.


 


Article
XI

SURVIVAL


 


Section
11.1     Survival. All representations, warranties, covenants, and obligations in
this Agreement shall survive one year after the Closing. The right to indemnification, payment of damages or other remedy based
on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect
to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of
this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant,
or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or
compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy
based on such representations, warranties, covenants, and obligations.


 


Article
XiI

MISCELLANEOUS PROVISIONS


 


Section
12.1     Expenses. Except as otherwise expressly provided in this Agreement, each
Party will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement
and the transactions contemplated by this Agreement, including all fees and expenses of agents, representatives, counsel, and
accountants. In the event of termination of this Agreement, the obligation of each Party to pay its own expenses will be subject
to any rights of such Party arising from a breach of this Agreement by another Party.


 


Section
12.2     Confidentiality.  The Parties will maintain
in confidence, and will cause their respective directors, officers, employees, agents, and advisors to maintain in confidence,
any written, oral, or other information obtained in confidence from another Person in connection with this Agreement or the transactions
contemplated by this Agreement, unless (a) such information is already known to such Party or to others not bound by a duty of
confidentiality or such information becomes publicly available through no fault of such Party, (b) the use of such information
is necessary or appropriate in making any required filing with the SEC, or obtaining any consent or approval required for the
consummation of the transactions contemplated by this Agreement, or (c) the furnishing or use of such information is required
by or necessary or appropriate in connection with legal proceedings.


 






    	 	29	 



     


    

 


(b)  In
the event that any Party is required to disclose any information of another Person pursuant to clause (b) or (c) of Section
12.2(a) above, the Party requested or required to make the disclosure (the “Disclosing Party”) shall provide
the Person that provided such information (the “Providing Party”) with prompt notice of any such requirement
so that the providing party may seek a protective Order or other appropriate remedy and/or waive compliance with the provisions
of this Section 12.2. If, in the absence of a protective Order or other remedy or the receipt of a waiver by the providing
party, the disclosing party is nonetheless, in the opinion of counsel, legally compelled to disclose the information of the providing
party, the disclosing party may, without liability hereunder, disclose only that portion of the providing party’s information
which such counsel advises is legally required to be disclosed, provided that the disclosing party exercises its reasonable efforts
to preserve the confidentiality of the providing party’s information, including, without limitation, by cooperating with
the providing party to obtain an appropriate protective Order or other relief assurance that confidential treatment will be accorded
the providing party’s information.


 


(c)  If
the transactions contemplated by this Agreement are not consummated, each Party will return or destroy all of such written information
each party has regarding the other Parties.


  


Section
12.3     Notices. All notices, demands, consents, requests, instructions and other
communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with
the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient
as follows: (i) if personally delivered, on the Business Day of such delivery (as evidenced by the receipt of the personal delivery
service), (ii) if mailed certified or registered mail return receipt requested, two (2) Business Days after being mailed, (iii)
if delivered by overnight courier (with all charges having been prepaid), on the Business Day of such delivery (as evidenced by
the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission or other
electronic means, including email, on the Business Day of such delivery if sent by 6:00 p.m. in the time zone of the recipient,
or if sent after that time, on the next succeeding Business Day. If any notice, demand, consent, request, instruction or other
communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section
12.3), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed
received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands,
consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable:


 


	If to Acquiror or the Acquiror
    Principal Shareholder, to:	 	Vapir
        Enterprises Inc.

        3511
        Ruder Street

        Santa
        Clara, CA 95051

        Attn:
        Chief Executive Officer

        Telephone
        No.: (800) 841-1022

	 	 	 
	If to the Acquiree, to:	 	Gratitude
        Health, Inc.

        11231
        US Highway 1, Suite 200

        North
        Palm Beach, FL 33408

        Attn:
        Chief Executive Officer

        Telephone
        No.: (561) 227-2727

	 	 	 
	If to the Acquiree Shareholders, to:	 	The applicable address set forth on Schedule
    I hereto.




or such other addresses as shall be furnished in writing by any Party in the manner for giving notices hereunder.


 






    	 	30	 



     


    

 


Section
12.4     Further Assurances. The Parties agree (a) to furnish upon request to each
other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and
things, all as the other Parties may reasonably request for the purpose of carrying out the intent of this Agreement and the documents
referred to in this Agreement.


 


Section
12.5     Waiver. The rights and remedies of the Parties are cumulative and not alternative.
Neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement or the documents
referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of
any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise
of any other right, power, or privilege. To the maximum extent permitted by applicable Law, (a) no claim or right arising out
of this Agreement or the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver
or renunciation of the claim or right unless in writing signed by the other Parties; (b) no waiver that may be given by a Party
will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one Party will be
deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further
action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.


 


Section
12.6     Entire Agreement and Modification. This Agreement supersedes all prior agreements
between the Parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement)
a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter. This
Agreement may not be amended except by a written agreement executed by the Party against whom the enforcement of such amendment
is sought.


 


Section
12.7  Assignments, Successors, and No Third-Party Rights. No Party may assign any of its rights
under this Agreement without the prior consent of the other Parties. Subject to the preceding sentence, this Agreement will apply
to, be binding in all respects upon, and inure to the benefit of and be enforceable by the respective successors and permitted
assigns of the Parties. Except as set forth in Article XIII hereof, nothing expressed or referred to in this Agreement
will be construed to give any Person other than the Parties any legal or equitable right, remedy, or claim under or with respect
to this Agreement or any provision of this Agreement.


 


Section
12.8  Severability. If any provision of this Agreement is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not
held invalid or unenforceable.


 


Section
12.9  Section Headings. The headings of Articles and Sections in this Agreement are provided
for convenience only and will not affect its construction or interpretation. All references to “Article” or “Articles”
or “Section” or “Sections” refer to the corresponding Article or Articles or Section or Sections of this
Agreement, unless the context indicates otherwise.


 






    	 	31	 



     


    

 


Section
12.10  Construction. The Parties have participated jointly in the negotiation and construction
of this Agreement. Each Party has retained independent legal counsel to advise on this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption
or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this
Agreement. 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. Unless otherwise expressly provided, the word “including”
shall mean including without limitation. The Parties intend that each representation, warranty, and covenant contained herein
shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party
is in breach of such representation, warranty, or covenant. All words used in this Agreement will be construed to be of such gender
or number as the circumstances require.


 


Section
12.11  Counterparts. This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one
and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


Section
12.12  Specific Performance. Each of the Parties acknowledges and agrees that the other Parties
would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction
or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms
and provisions hereof in any action instituted in any court of the U.S. or any state thereof having jurisdiction over the Parties
and the matter (subject to the provisions set forth in Section 14.13 below), in addition to any other remedy to which they
may be entitled, at Law or in equity.


 


Section
12.13  Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed
in accordance with the Laws of the State of New York without regard to conflicts of Laws principles. Each of the Parties submits
to the jurisdiction of any state or federal court sitting in the State of New York, in any action or proceeding arising out of
or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in
any such court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so
brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto. Any Party
may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and
in the manner provided for the giving of notices in Section 12.3 above. Nothing in this Section 12.13, however,
shall affect the right of any Party to serve legal process in any other manner permitted by Law or at equity. Each Party agrees
that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or
in any other manner provided by Law or at equity.


 


Section
12.14  Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


[Signatures
follow on next page] 

 






    	 	32	 



     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first above written.


 


	 	ACQUIROR:
	 	 
	 	GRATITUDE
        HEALTH INC.

        f/k/a
        Vapir Enterprises, Inc.

	 	 
	 	By:	/s/
Hamid Emarlou
	 	Name:	Hamid Emarlou
	 	Title:	Chief Executive
    Officer
	 	 
	 	ACQUIROR PRINCIPAL SHAREHOLDER:
	 	 
	 	/s/
Hamid Emarlou
	 	Name:
    Hamid Emarlou


 


[Signatures
continue on next page]


 






    	 	33	 



     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first above written.


 


	 	ACQUIREE:
	 	 
	 	GRATITUDE HEALTH, INC.(FL)
	 	 
	 	By:	/s/
Roy Warren
	 	Name:	Roy Warren
	 	Title:	Chief Executive
    Officer


  


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first above written.


 


	 	ACQUIREE
    SHAREHOLDER:
	 	 
	 	 	/s/
Roy Warren
	 	Name:	Roy
Warren


  


	 	ACQUIREE
    SHAREHOLDER:
	 	 
	 	 	/s/
Andy Schamisso
	 	Name:	Andy
Schamisso


 


 


	 	ACQUIREE
    SHAREHOLDER:
	 	ALPHA
CAPITAL ANSTALT
	 	 
	 	By:	/s/
Konrad Ackermann
	 	Name:	Konrad
Ackermann, Director


 


 


	 	ACQUIREE
    SHAREHOLDER:
	 	OSHER
CAPITAL PARTNERS LLC
	 	 
	 	By:	/s/
Ari Kluger
	 	Name:	Ari
Kluger, President


 


 


	 	ACQUIREE
    SHAREHOLDER:
	 	SABLE
RIDGE CAPITAL
	 	 
	 	By:	/s/
Eric Weisblum
	 	Name:	Eric
Weisblum, President


  


	 	ACQUIREE
    SHAREHOLDER:
	 	 
	 	 	/s/
    Barbara R. Mittman
	 	Name:	Barbara
R. Mittman


 






    	 	34	 



     


    

 


SCHEDULE
I


 


	Acquiree
    Shareholders	 	Acquiree
    Shares Held Prior to the Closing	 	Acquiror
    Series A or Series B Preferred Shares to be Issued at the Closing
	Roy
    Warren	 	25,000,000	 	250,000
    (Series B Preferred Stock)
	Andy
    Schamisso	 	25,000,000	 	250,000
    (Series B Preferred Stock)
	Alpha
    Capital Anstalt	 	49,000,000	 	490,000
	Osher
    Capital Partners LLC	 	1,000,000	 	10,000
	Sable
    Ridge Capital	 	1,000,000	 	10,000
	Barbara
    R. Mittman	 	1,000,000	 	10,000
	Total	 	102,000,000	 	520,000
        Series A Preferred Stock

        500,000
        Series B Preferred Stock



 






    	 	35	 



     


    

 


ACQUIROR
Disclosure Schedule


 


Except
as further disclosed in additional Schedules, there are no additional disclosures, except as listed below.


 


		1.	2017
                                         taxes have not been filed.



		2.	All
                                         intellectual property is currently held in Vapir, Inc., a wholly owned subsidiary of
                                         the Company.



 






    	 	36	 



     


    

 


ACQUIREE
Disclosure Schedule


 


None 





 






    	 	37	 



     


    

 


SCHEDULE
5.5


  


Vapir,
Inc. incorporated in California.





 






    	 	38	 



     


    

 


SCHEDULE
5.6(a)


 


	Stock Option	 	 	 	fully vested upon change in control	 	 	1,940,000	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stock Warrants	 	 	 	 	 	 	500,000	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	Principal	 	 	 	Accrued interest	 
	Convertible debt	 	Alpha	 	Principal + Interest	 	 	1,295,997	 	 	$	70,000.00	 	 	$	59,599.73	 
	Convertible debt	 	Brio	 	Principal + Interest	 	 	1,185,470	 	 	$	102,500.00	 	 	$	16,046.99	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 		 	 	58,063,300	 	 	 	 	 	 	 	 	 






 






    	 	39	 



     


    

 


SCHEDULE
5.7


 


None.





 






    	 	40	 



     


    

 


SCHEDULE
5.13


 


None.


 






    	 	41	 



     


    

 


SCHEDULE
5.14


 


None.





 






    	 	42	 



     


    

 


SCHEDULE
5.20


 


Vapir,
Inc. (Subsidiary)


To
Be Sold per the Spin-Off Agreement


 





	Liabilities	 	 	 
	Current Liabilities	 	 	 
	Accounts Payable	 	 	 
	20000 · Accounts Payable	 	 	52,990.85	 
	Total Accounts Payable	 	 	52,990.85	 
	Credit Cards	 	 	 	 
	22800 · BOW CC- 3802	 	 	17,139.99	 
	22700 · BOA- CC 4313	 	 	84,227.01	 
	Total Credit Cards	 	 	101,367.00	 
	Other Current Liabilities	 	 	 	 
	24800 · Advance rent	 	 	6,625.40	 
	26000 · Convertible Notes Payable	 	 	500,000.00	 
	24001 · Deferred Rent	 	 	13,555.62	 
	26500 · Loan from Officer (Emarlou)	 	 	815,400.00	 
	23100 · Accrued Expense	 	 	 	 
	23300 · Accrued interest - other	 	 	82,520.54	 
	23200 · Accrued interest - Hamid E	 	 	77,099.83	 
	Total 23100 · Accrued Expense	 	 	159,620.37	 
	23500 · Bank of West Line of Credit	 	 	197,000.00	 
	24700 · Customer Deposits	 	 	3,851.21	 
	Total Other Current Liabilities	 	 	1,696,052.60	 
	Total Current Liabilities	 	 	1,850,410.45	 
	Long Term Liabilities	 	 	 	 
	25850 · Bank of the West Loan	 	 	0.00	 
	25851 · Bank of the West Loan II	 	 	20,378.68	 
	Total Long Term Liabilities	 	 	20,378.68	 
	Total Liabilities 	 	 	1,870,789.13	 





 






    	 	43	 



     


    

 


SCHEDULE
5.20


 


Vapir
Enterprises, Inc. (Parent)


To
be Retained and Generally Included in Filings


 


Accounts
Payable


 





	 	 	Type	 	 	Date	 	 	Num	 	 	Due Date	 	Open Balance	 
	Diehl Servilla	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	Bill	 	 	 	07/01/2011	 	 	 	16281	 	 	07/11/2011	 	 	112.50	 
	 	 	 	Bill	 	 	 	07/01/2011	 	 	 	16282	 	 	07/11/2011	 	 	40.00	 
	 	 	 	Bill	 	 	 	07/18/2011	 	 	 	17671	 	 	07/28/2011	 	 	520.00	 
	 	 	 	Bill	 	 	 	10/11/2011	 	 	 	18531	 	 	10/21/2011	 	 	80.00	 
	Total Diehl Servilla	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	752.50	 
	dkc Public Relations	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Bill	 	 	 	10/29/2010	 	 	 	37644	 	 	11/08/2010	 	 	1,504.27	 
	 	 	 	Bill	 	 	 	10/29/2010	 	 	 	37897	 	 	11/08/2010	 	 	744.59	 
	 	 	 	Bill	 	 	 	02/28/2011	 	 	 	38604	 	 	03/30/2011	 	 	10,063.25	 
	 	 	 	Bill	 	 	 	03/18/2011	 	 	 	38734	 	 	04/17/2011	 	 	125.72	 
	Total dkc Public Relations	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	12,437.83	 
	Graham Curtin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Bill	 	 	 	07/31/2013	 	 	 	128173	 	 	08/10/2013	 	 	1,785.00	 
	Total Graham Curtin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,785.00	 
	Plain Concepts Corporation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Bill	 	 	 	08/22/2012	 	 	 	1133	 	 	09/01/2012	 	 	8,000.00	 
	Total Plain Concepts Corporation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	8,000.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	22,975.33	 


 



    	 	44	 



     


    

 


Schedule
5.20 continued . . . 


 


Convertible
Debts


 


	Note Holder	 	Principal	 	 	Accrued interest	 
	Alpha	 	$	70,000.00	 	 	$	59,599.73	 
	Brio	 	$	102,500.00	 	 	$	16,046.99	 









 






    	 	45	 



     


    

 


Exhibit
A


 


Forms
of Certificate of Designation for Series A Preferred Stock


And
Series B Preferred Stock


 






    	 	46	 



     


    

 


Exhibit
B


 


Spin-Off
Agreement 





 






    	 	47	 



     


    

 


EXHIBIT
C


 


Form
of Certificates


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAWS. THE UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OR ASSIGNED UNLESS SO REGISTERED,
OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. 


 


	Certificate Number: 	__________________________   
	Seris B Preferred Shares: 	__________________________




 


INCORPORATED
UNDER THE LAWS OF THE STATE OF NEVADA


 


GRATITUDE
HEALTH, INC.


 


This
certifies that _______________________ owns _____________ shares of Series B Convertible Preferred Stock of Gratitude Health,
Inc., a Nevada corporation, transferable only on the books of the company by the holder of this certificate in person, or by authorized
agent, upon surrender of this certificate, properly endorsed.


 


In
witness of the above, the corporation has caused this certificate to be signed by its Secretary, on ______________.


 


________________________


Secretary




 


 


48